TEN | The Discovery and Design Channel

Terms of Service

A. Member TEN Terms of Service

Last updated: 22^nd November 2018

TEN is an ‘invite only’ online platform for the top 1% of global innovators and works by improving and evolving the ways that clients and consultants can connect and work together (“Platform”) and TEN wants you to have the best possible experience when using our Platform. To that end these Terms of Service form a legally binding agreement between you and TEN.

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations, as well as ours. By signing up to join the Platform you agree to comply with and be bound by these Terms of Service.

Any personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy. A copy of our Privacy Policy is available here. You acknowledge that by using the Platform you have reviewed the Privacy Policy.

You are responsible for the submission of your own personal data to the Platform and when communicating with other users of the Platform.

Your use of the Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service and the Privacy Policy (including any future amendments and additions we may publish from time to time).

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM.

Please use the Glossary to understand the meaning of some of the terms used in these Terms of Service.

If you have any questions about anything in these Terms of Service, please contact us at: terms@weareten.co.uk

KEY TERMS

For your convenience we have provided the following summary of some of the key terms in this agreement but this is not a substitute for reading the whole document.

The Platform is provided on an “as is” basis, as further detailed in Section 13.

You must comply with the requirements in Section 4, otherwise your access to the Platform may be terminated, as detailed in Section 5.

You are solely responsible for choosing to connect or work with other users of the Platform and TEN does not accept any liability for the skills, experience, fitness for purpose, quality of any person on the Platform or for their work, as further detailed in Section 13.

TEN is an online platform and therefore is not a party to any agreement or any other arrangements between users on the Platform, as further detailed in Section 3.

As an online platform TEN does not employ or otherwise engage the services of users and you agree that you are an independent consultant and are not an employee, worker or consultant of TEN or its Representatives, as further detailed in Section 13.

TEN has no legal liability to you based on Section 13 and also has no legal liability for any discussions, arrangements or agreements between anyone that uses of the Platform, as further detailed in Section 3.

You agree to indemnify TEN and hold us harmless against any claims that may arise from third parties or other users of the Platform and for any loss, damage, costs or other expense that may arise as a result of your use of the Platform.

1. OVERVIEW OF HOW THE PLATFORM WORKS

Membership: TEN provides a paid for membership to the Platform enabling individuals who have successfully completed the Application Criteria to showcase their skills and experience and connect with other users via the Platform (including via a search function on the site). It also provides you with the ability to search for other members’ profiles, skills and to make contact via Slack or their social media channels.

The Platform can be accessed via our website at www.weareten.co.uk. We reserve the right to modify or discontinue (temporarily or permanently) all or any portion of the Platform at our sole discretion. We are not liable to you for any modification or discontinuance of all or any portion of the Platform.

We provide you with access to the Platform for the period specified in your membership plan (usually 12 months), and whilst your Membership Fee payments are up to date.

Membership is at the sole discretion of TEN and TEN has the right to reject an application or expel you from the Platform (at any time).

TEN may (in its sole discretion) choose to feature you on the Platform as a case study highlighting the features and benefits of the Platform and you hereby grant TEN the right to use your image and any content that you have uploaded onto the Platform for this purpose.

Application Criteria:

In order for you to be accepted as a member on the Platform you need to meet the following requirements. You shall have*:

at least 10 years of experience in your industry, field or profession;
the necessary qualifications for the role or work that you purport to have or be able to carry out, on the Platform;
worked with at least one of the 5 global top tier companies in your industry, field or profession;
held senior roles (at least senior/head or director level) in project work in such companies;
documentary evidence of the above criteria.

* Note: We recognise that exceptional individuals can come from all sorts of backgrounds so we do have exceptions (i.e. ‘wild card’ entry whereby an individual can be accepted onto the Platform based on other equivalent criteria).

Application Process:

You must submit an application (together with the supporting evidence) via the form on the Platform;
Once you have submitted your application a representative of TEN will contact you to arrange an interview;
The interview will be based on the Application Criteria;
The interview is conducted by a video conference (so please let us know if you need any reasonable adjustments to be made to accommodate this);
The representative will then assess your application against the Application Criteria to determine whether or not you can join the Platform;
The representative will contact you via your chosen method to inform you whether or not your application was successful;
If you are not satisfied with the decision you can email applications@weareten.co.uk for feedback.

Links to Third Party Websites:

The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by TEN or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. TEN does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites.

You hereby acknowledge and agree that TEN is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites. Further, you hereby acknowledge and agree that TEN has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. TEN expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Platform. You hereby agree to hold TEN harmless from any liability that may result from the use of links that may appear on the Platform.

2. THE SERVICES WE DO NOT PROVIDE

2.1 We do not provide guarantees for any of the following:

2.1.1 that you will find any work;

2.1.2 that a user’s work will be of a satisfactory standard;

2.1.3 that a user is who they claim to be. TEN cannot and does not assume any responsibility for the accuracy or reliability of identity check information or any information about a user provided through the Platform;

2.1.4 that we in any way supervise, scope, direct, control or monitor a user’s work or Projects performed in any manner;

2.1.5 a user’s work hours or location of work. TEN do not provide any equipment, tools, labour or materials needed for a particular Project. TEN does not provide any supervision to users.

3. SEPARATE AGREEMENT BETWEEN USERS

3.1 Where you arrange work between yourself and any other user(s) of the Platform, you hereby acknowledge and agree that you are entering into an agreement directly between yourself and the other user(s). It is entirely your responsibility to ensure that any requirements you may have are in line with your expectations and experience and captured in such a separate agreement. For the avoidance of doubt, we are not party to any agreement, contractual or otherwise between any users of the Platfrom.

3.2 You should use your independent judgment before entering into an agreement with another user, or otherwise interacting with other users via the Platform. You are solely responsible for making decisions that are in your best interests.

3.3 TEN is not a party to or otherwise involved in the actual contract between users or in the completion of any Projects. In the event that you have a dispute with a another user you hereby indemnify and hold TEN harmless from any and all claims, demands, damages (including direct, indirect, incidental, actual, consequential, economic, special, or exemplary), fees (including legal fees), expenses, losses, governmental obligations, suits and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

4. REQUIREMENTS OF USERS

4.1 You must:

4.1.1 be at least 18 years of age;

4.1.2 pay the fees on time and via the Platform;

4.1.3 perform all Projects, work, services or other tasks yourself;

4.1.4 comply with these Terms of Service at all times;

4.1.5 not upload any content that is (i) misleading, untrue or misrepresents your skills and experience; (ii) defamatory, offensive, blasphemous or otherwise causes any harm or offence; (iii) that discriminates against or causes another user to feel discriminated against; (iv) involving any abuse, harassment, stalking, threatening or intimidating behaviour; (v) contains personal data; (vi) that is not owned by you or is in breach of any third party rights; (vii) in breach of any confidentiality obligations you may owe to someone else; (viii) is violation of any laws; (ix) software that may contain any viruses or trojan horses etc. or introduce any other data mining software/malware; (x) advertising or offering to sell goods/services that are not connected to the Platform or Project; (xi) impersonating another person or allowing another person to use your login or identity; (xii) posting the same content repeatedly (e.g. spam);

4.1.6 not share your personal contact information with other users;

4.1.7 ensure you identify and obtain any required licenses, permits, or registrations before offering services and undertaking Projects.

4.1.8 not approach, solicit, initiate or otherwise participate in any Project with another user outside of the Platform; or seek, encourage or respond to any approach from any third party that might lead to the participation in a Project outside of the Platform;

4.1.9 not solicit or entice away (or attempt to solicit or entice away) any user of the Platform;

4.1.10 not supply or otherwise disclose any information about a user, a Project or TEN or the Platform to any third party;

4.1.11 participate in or register with any internet group, platform, web site or similar entity which has as its aim (whether stated or not) or effect the competition with or otherwise denigrates TEN or the Platform or the TEN Brand;

4.1.12 not engage in any activity if it relates to a business, trade, profession or occupation which is similar to or in any way competitive with TEN or the Platform without the prior written consent of TEN;

4.1.13 keep your profile details up to date;

4.1.14 keep your login details confidential and prevent any unauthorised access to, or use of, the Platform via your Account;

4.1.15 promptly notify us of any unauthorised use of your Account;

4.1.16 not use or create a fake identity or impersonate anyone else;

4.1.17 not create an Account in breach of any of our policies or procedures;

4.1.18 only upload images of a certain format, size and resolution in accordance with our specifications (you will be notified at the time of upload);

4.1.19 respond to communications from a user in a timely manner, but in any event, within 48 hours;

4.1.20 not access any part of the Platform in order to build a product or service which competes with the Platform or any services provided by TEN;

4.1.21 not provide the any services that are the same or similar to the services provided by TEN or the Platform, to third parties;

4.1.22 not attempt to copy (in any way possible), modify, transmit or distribute all or any portion of the Platform (including any software) in any form or media or by any means;

4.1.23 ensure you have appropriate types and levels of insurance in place;

4.1.24 ensure that your Representatives are contractually bound by and that they comply with all of the undertakings in these Terms of Service.

4.2 You hereby represent and warrant that:

4.2.1 you have the skills, knowledge and experience necessary to provide the services you offer to users;

4.2.2 You and your Representatives shall comply with all applicable laws, including rules, regulations and orders of government authorities (including but not limited to data protection laws) and ensure that all business is conducted in an ethical manner and that you and your Representatives shall not act or fail to act in a way that would result in a violation of any applicable laws or of any code of conduct (and that you have the legal right to work in the country in which you are performing Projects) and your hereby indemnify and hold us harmless from all liabilities, claims, causes of action, demands, damages, losses, fines, penalties or other costs or expenses that we may incur whether under contract, common law, civil law, statute or otherwise;

4.2.3 you will respect the privacy (including without limitation private, family and home life), property and data protection rights of other users and that you will not record (whether video or audio or otherwise) any Project or any interaction by or with any users in connection with the Platform without the prior written consent of TEN and/or the relevant user(s), as applicable;

4.2.4 you have full power and authority to enter into these Terms of Service;

4.2.5 your entry into and performance under the terms of the Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;

4.2.6 you have the authority to grant any rights to be granted to TEN (or its users) under the Agreement;

4.2.7 you and your Representatives will perform the Project in a professional manner with all reasonable skill and care, using suitably skilled, experienced and qualified personnel and will use all reasonable endeavours to achieve the objectives of the Project (including making yourself available at the times you specify on the Platform or otherwise agree with a user);

4.2.8 you and your Representatives will fulfil the commitments you make to other users (including payment obligations) via the Platform and will respond in a timely manner to any requests for information from TEN or its users;

4.2.9 that any Content or other intellectual property does not, so far as you are aware (having made all reasonable enquiries), infringe the rights of any third party and is not the subject of any actual or threatened challenge, opposition or revocation proceedings;

4.2.10 you will use your best endeavours to promote the best interests of TEN and the Platform and that you will comply with its obligations under this Section 4;

4.2.11 you will not do or say anything that brings (or might reasonably be expected to bring) TEN or the Platform into disrepute or that is in any way damaging or prejudicial or defamatory to TEN’s reputation, goodwill or the TEN Brand;

4.2.12 you will not at any time knowingly make any untrue or misleading statement in relation to TEN, the Platform or its users.

5. CONSEQUENCES OF NOT COMPLYING WITH THESE TERMS OF SERVICE

5.1 We may terminate or limit your right to use the Platform in the event that we receive a complaint or have other reason to believe that you have breached any provision of these Terms of Service (or the Privacy Policy). We will provide you with written notice by email and such notice will be effective immediately upon delivery. Any action we choose to take or not take against you is in our sole discretion.

5.2 In the event that you do not comply with the above Requirements (in Section 4) or any other provision of these Terms of Service (or the Privacy Policy), we may:

5.2.1 issue you with a warning;

5.2.2 suspend your Account so you will not be able to access the Platform or services during the suspension term;

5.2.3 permanently block your access to the Platform and services;

5.2.4 immediately terminate these Terms of Service and delete your Account (including all the information therein); and/or

5.2.5 report any offences committed to the appropriate authority.

5.3 The application of these sanctions is entirely at our discretion and we can choose whether to apply any one or all of them at any time.

5.4 If we terminate or limit your right to use the Platform pursuant to this Section 5, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. If we terminate or limit your right to use the Platform (including if you join as part of a corporate membership ) due to an individual’s breach, you will not be entitled to any refund of the Membership Fee.

5.5 You hereby acknowledge and agree that TEN will incur significant losses including costs, fees and expenses by relying on Section 4 and that if you or your Representatives breach of any of your obligations under Section 4 and that you shall (without prejudice to any other remedies TEN may have) indemnify and keep indemnified TEN for an amount equal to all the losses including costs, fees and expenses which have been or will be incurred by TEN. You shall account to TEN for any fees, profits, income or other monies received during the relevant period.

5.6 You hereby acknowledge and agree that any breach by you (or your Representatives, as the case may be) of your obligations under Section 4 will without prejudice to TEN’s other rights and remedies be deemed a material breach.

5.7 Even after your right to use the Platform is terminated or limited, these Terms of Service will remain enforceable against you and we reserve the right to take appropriate legal action against you.

6. FEES

6.1 You must pay the applicable Membership Fee in order to access the Platform. The Membership Fee is payable in advance, after your membership application has been approved, for the relevant Subscription Period.

6.2 You will pay the Membership Fee in the secure payment section of the Platform and your membership will be automatically activated on that date (“Activation Date“). .

6.3 On each anniversary of the Activation Date we will automatically take the payment of the applicable Membership Fee unless you notify us that you want to cancel (“Auto-Renewal“) and your membership will continue for 12 month period.

6.4 It is up to you to keep your details registered with us (e.g. billing information, payment card details and email address) accurate and up to date in order for us to take a payment for Auto-Renewal.

6.5 We may increase the price of membership of for any of our services at any time and where we do so, we will email you. We will aim to give you at least 30 days’ notice of any such price increase.

6.6 Please note that all payments made under these Terms of Service are processed by a third party (currently Stripe, Inc.), however, we are committed to protecting your personal data and so it will be handled in accordance with our Privacy Policy.

7. CANCELLATION OF YOUR AUTO-RENEWAL

7.1 To cancel your subscription prior to Auto-Renewal, you must cancel via the “Membership” section of your settings on your Account. You are solely responsible for timely cancellation.

7.2 We will send you an email at least 30 days prior to your Auto-Renewal date unless you have unsubscribed from our email communications.

8. COOLING OFF PERIOD

8.1 We will refund the Membership Fee during the 14 day period following the Activation Date unless you have used the services or the Platform.

8.2 After the end of the 14 day period, the Membership Fee is non-refundable.

9. CONSEQUENCES OF NON-PAYMENT OF FEES

9.1 If you do not pay the Membership Fee or we are unable to process an Auto-Renewal payment or you cancel your membership we will no longer provide you with access to the Platform or services.

10. TERM AND TERMINATION

10.1 Your membership is for the initial period as specified on the Platform and thereafter for a fixed period of 12 months (or as otherwise agreed) and will automatically renew for further fixed periods of 12 months until you cancel it in accordance with Section 6.3.

10.2 If we terminate these Terms of Service in accordance with Section 5 or Section 9, you will not be entitled to a refund of any kind.

10.3 We reserve the right to suspend or terminate your access to the Platform and/or services at our sole discretion. If your access to the Platform and/or services is suspended then you will remain listed in the Platform database but will not be listed on the Platform until we notify you in writing that your suspension has ended.

10.4 Whether or not we choose to terminate these Terms of Service will not have an affect on any other rights or remedies which we may have.

11. CONTENT AND PLATFORM OWNERSHIP

11.1 You hereby assign to us, with full title guarantee, all intellectual property rights in all Content and you hereby waive any claims you may have in the Content. This means we own the Content and will enable us to edit or delete any Content where deemed appropriate or necessary.

11.2 You hereby grant us an irrevocable, perpetual, non-exclusive, sub-licensable, royalty-free, worldwide licence to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute Content in connection with providing and/or promoting the Platform and the services.

11.3 You hereby confirm that the you have created the Content and that it belongs to you and that our use of any Content will not infringe the rights of any third party.

11.4 TEN may (in its sole discretion) choose to feature certain Members on the Platform as a case study highlighting the features and benefits of the Platform.

11.5 The Platform hosts content relating to reviews and ratings of users (“Feedback”). Such Feedback is your own opinion and not the opinion of TEN, it has not been verified or approved by TEN, you should undertake your own research into the suitability of other users your wish to interact with. You agree that TEN is not responsible or liable for any Feedback or other user generated content. TEN encourages you to give objective, constructive and honest Feedback about the other users with whom they have transacted. TEN is not obligated to investigate any remarks posted by users for accuracy or reliability but may do so at its discretion.

11.6 You hereby confirm that any content that you upload to the Platform does not violate any laws or these Terms of Service.

11.7 You hereby acknowledge and agree that we own all intellectual property rights in the Platform and/or services. This includes the (i) technology and software used to provide the Platform and/or services; (ii) the content on the Platform; and (iii) any trade marks and logos. You hereby acknowledge and agree that you do not have any intellectual property rights to, or in, the Platform or services.

11.8 For the avoidance of doubt all content (including but not limited to all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content) (collectively “Proprietary Material”) that you see or read through the Platform or services is owned by TEN. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. You may not copy, download, use, redesign, reconfigure, or retransmit or otherwise use anything from the Platform without our express prior written consent. The service marks and trademarks of TEN, including without limitation TEN and TEN logos, are owned by TEN. Any other trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of TEN or relevant the owner.

12. OTHER IMPORTANT TERMS

12.1 Only you and us have the rights in these Terms of Service.

12.2 You hereby acknowledge and agree that you are not our employee, partner, agent or legal representative of any kind and under no circumstances does this Agreement create an employment, worker or other such relationship between you and us. You will not make any statements, representations or commitments of any kind, or to take any action that could legally bind us.

12.3 If we do not take any action against you this does not mean that we forgo any rights we may have under these Terms of Service. For example, if you miss a payment and we do not immediately chase you for it, but continue to provide the Services, we can still require you to make the payment at a later date.

12.4 If any part of these Terms of Service are found to be invalid, unenforceable or illegal, (“the Offending Part“) the Offending Part will be severed but the remaining provisions will remain in full force and effect. If the Offending Part belongs to a provision that is enforceable or legal, then the whole clause or sections shall be modified so as to give effect to the intention of the parties.

12.5 You will not assign or transfer any of your rights or obligations under these Terms of Service to any other person.

12.6 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms of Service, provided that your rights and obligations are not affected.

12.7 We may amend these Terms of Service from time to time, however, we will aim to give you advance notice of any major changes.

12.8 On termination of these Terms of Service, the clauses or sections of these Terms of Service that reasonably should survive termination will remain in effect.

12.9 You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Terms of Service refer electronically including without limitation by e-mail or by posting Notices on the Platform. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given the day after it is sent.

12.10 If we cannot perform the services for you because of events beyond our reasonable control (e.g. strikes, lock-outs or other industrial disputes whether involving our workforce 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 or storm) we will suspend the services for the duration of said event. If these events cannot be resolved in a reasonable period of time, we may terminate these Terms of Service.

12.11 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.12 You confirm that you are acting on your own behalf and not for the benefit of any other person and that you have the right, authority and capacity to enter into these Terms of Service and to abide by these Terms of Service, and that you will so abide. Where you enter into these Terms of Service on behalf of a company or other organisation, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to these Terms of Service.

13. LIABILITY AND INDEMNIFICATION

Please read these following carefully as it clearly sets out everything (i) we do not accept responsibility for; (ii) do not take liability for; and (iii) you assume responsibility for.

13.1 Under no circumstances will TEN or its Representatives be liable for any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages (including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by TEN, or the cost of substitute products or services) arising in connection with your use of or inability to use the Platform or the services, even if advised of the possibility of the same.

13.2 TEN and its Representatives expressly disclaim any liability that may arise between users. TEN and its Representatives also do not accept any liability with respect to the quality or fitness of any work performed via the Platform.

13.3 You are an independent contractor and not an employee, partner, representative, agent, joint venturer, or franchisee of TEN. TEN does not perform Projects and does not employ individuals to perform Projects. You hereby acknowledge that TEN does not supervise, direct, control or monitor a Member’s work and TEN expressly disclaims any responsibility and liability for the work performed and the Projects in any manner, including but not limited to a warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

13.4 TEN does not perform any work or services other than as set out in these Terms of Service and does not employ individuals to perform any work or services. You assume all liability for proper classification of your employment status based on applicable legal guidelines. You hereby indemnify and hold TEN and its Representatives harmless, from all liabilities, claims, causes of action, demands, damages, losses, fines, penalties or other costs (including legal fees) or expenses, whether under contract, common law, civil law, statute or otherwise, in respect of Projects, work, services or the use of the Platform or services, including with respect to your misclassification and the termination or cessation of any work, service, service agreements, this agreement or the use of the Platform.

13.5 The Platform is provided on an “as is” basis without warranties or conditions of any kind, either express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. TEN makes no warranties or representations about the accuracy or completeness of the content provided through the Platform or the content of any sites linked to the Platform and assumes no liability or responsibility in contract, warranty or in tort for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Platform, (iii) any access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; and (iv) events beyond our reasonable control.

13.6 TEN does not warrant that access to the Platform will be uninterrupted or that the Platform will be error-free; nor do we make any warranty as to the results that may be obtained from the use of the Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Project, service, information or materials provided through or in connection with the use of the Platform.

13.7 TEN does not warrant that the Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites.

13.8 TEN does not accept any liability for the performance or communications of users, nor do we have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Projects or users; the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any users, or of any ratings provided Clients or Members with respect to each other.

13.9 TEN makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Platform or services or Projects requested or services provided by, or the communications of or between users identified through the Platform, whether in public, private, or offline interactions or otherwise howsoever. For the avoidance of doubt we accept no liability or responsibility for any acts or omissions of any TEN personnel or users, either within or outside of the Platform.

13.10 When interacting with other users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. TEN will not be liable for any false or misleading statements made by users of the Platform. Neither TEN nor its parents, affiliates or licensors, including their respective directors, officers, shareholders, agents, investors, subsidiaries, legal advisers, representatives, insurers, employees, successors and assigns (hereinafter referred to collectively as “TEN and Affiliates”) is responsible for the conduct, acts, or omissions, whether online or offline, of any Member of the Platform and you hereby indemnify and hold TEN and Affiliates harmless from any and all liability, claims, demands, or damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Platform or services.

13.11 You are responsible for any Content, information or materials posted on the Platform and you hereby acknowledge and agree that all submissions made to the Platform will be public and that you will be publicly identified by your name or login identification when communicating on the Platform.

13.12 TEN is not liable for any additional sums incurred by a Member as a result of the processing of their Membership Fee (such as bank charges).

13.13 TEN is not liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses.

13.14 TEN is not liable for the retention, deletion or loss of any content you upload to the Platform. It is your sole responsibility to maintain backup copies of such content;

13.15 TEN is not liable for the acts or omissions of our agents and subcontractors arising under or in connection with the Agreement.

13.16 You assume full responsibility for the choices you make before, during and after your participation in a Project. You hereby agree that as part of a Project you will enter into agreement between yourself and an Agent or a Client and you hereby voluntarily assume all of the associated risks.

13.17 You hereby indemnify and hold harmless TEN and its Representatives from any claims, demands, damages, expenses, losses, proceedings of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including legal fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Platform, including without limitation any Liabilities arising in connection with your conduct, act or omission (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any user, any instruction, advice, act, or service provided by TEN.

13.18 You hereby indemnify and hold harmless TEN and its Representatives from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Platform or perform Projects or other services, or (ii) your breach or violation of these Terms of Service; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify TEN and its Representatives for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. TEN reserves the right, in its own sole discretion, to assume the exclusive defence and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of TEN.

13.19 To the maximum extent permitted by law (e.g. we are not negligent and do not owe you a duty of care) you agree that we are not liable for any injury, death, loss or harm that occurs to that occurs to anyone during your use of the Platform or services or in any way related to a Project.

13.20 In no event shall TEN (including our Representatives, employees, agents and sub-contractors) be liable for any losses arising out of your breach of these Terms of Service or if you fail to follow any reasonable instructions we may give you.

13.21 We are responsible for:

13.21.1 death or personal injury caused by our negligence;

13.21.2 fraud or fraudulent misrepresentation carried out by our employees;

13.21.3 intentional, wilful or wanton misconduct of our employees;

13.21.4 performing the Services with reasonable skill and care;

13.21.5 loss or damage caused by us that is foreseeable as a result of us breaching these Terms of Service or failing to use reasonable skill and care, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time these Terms of Service were entered into.

13.21.5 any other liability that cannot be excluded by law.

13.22 Our maximum liability to the you under these Terms of Service is limited to the Membership Fee you paid for the Subscription Period during which the liability was incurred.

13.23 You will reimburse us for all losses and expenses that we suffer as a result of a third party bringing a claim against us due to your breach of these Terms of Service.

14. LAW AND WHERE TO BRING PROCEEDINGS

14.1 These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

14.2 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with These Terms of Service or its subject matter or formation.

15. CONTACT

15.1 If you have any questions about anything in these Terms of Service, please contact us at terms@weareten.co.uk

16. GLOSSARY

Account means the area on the Platform accessed with secure login details including email address and password

Content means any material that is generated by Members or users and is posted or uploaded to the Platform.

Membership Fee means the fee, as specified on the Platform at the time you enter into these Terms of Service, that is payable at Activation Date or Auto-Renewal allowing you access to the Platform and/or services

Project means users connecting and identifying needs that leads to work (in a project), (which is the sole responsibility of both parties and not TEN).

Representatives means your directors, officers, employees, workers, independent contractors, consultants, agents, subcontractors, advisers or other representatives

Subscription Period means the time period for which you can access the Platform (subject to the successful payment of the Membership Fee) as specified on the Platform at the time you enter into these Terms of Service or in the Auto-Renewal notification.

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B. Client Member TEN Terms of Service

Last updated: 14th December 2012

TEN is an ‘invite only’ online platform for the top 1% of global innovators and works by improving and evolving the ways that clients and consultants can connect and work together (“Platform”) and TEN wants you to have the best possible experience when using our Platform. To that end these Terms of Service form a legally binding agreement between you and TEN.

You are responsible for the submission of your own personal data to the Platform and when communicating with other users of the Platform.

Your use of the Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service and the Privacy Policyincluding any future amendments and additions we may publish from time to time).

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT USE OR ACCESS THE PLATFORM.

When we talk about “TEN”, “we”, “our” or “us” in these Terms of Service, we are referring to Anatomy HCD Limited T/A TEN incorporated and registered in England and Wales with company number 08307358 whose main place of business is at Studio 7, Platform 9, Floor 6, Tower Point, 44 North Road, Brighton BN1 1YR.
Please use the Glossary to understand the meaning of some of the terms used in these Terms of Service.
If you have any questions about anything in these Terms of Service, please contact us at: terms@weareten.co.uk

KEY TERMS

For your convenience we have provided the following summary of some of the key terms in this agreement but this is not a substitute for reading the whole document.

The Platform is provided on an “as is” basis, as further detailed in Section 13.

You must comply with the requirements in Section 4, otherwise your access to the Platform may be terminated, as detailed in Section 5.

TEN is an online platform and therefore is not a party to any agreement or any other arrangements between users on the Platform, as further detailed in Section 3.

You (on behalf of yourself and the company you are employed by) hereby agree to indemnify TEN and hold us harmless against any claims that may arise from third parties or other users of the Platform and for any loss, damage, costs or other expense that may arise as a result of your use of the Platform.

1. OVERVIEW OF HOW THE PLATFORM WORKS

The Platform provides the facility for you as a Client Member to connect to other users (including via a search function on the site) and to access ‘independent’ and ‘boutique agency’ members with whom you can connect via the Platform, including engaging them to provide you services in relation to a Project.

We provide you with access to the Platform for the period specified in your membership plan (usually 12 months), and whilst your Membership Fee payments are up to date.

Membership is at the sole discretion of TEN and TEN has the right to suspend your use of or expel you from the Platform (at any time).

TEN may (in its sole discretion) choose to feature you and/or the organisation that you work for and you hereby represent and warrant that you have the right to grant the rights to use the Content and the name, logo, trade mark and other intellectual property rights referred to in Section 11.

Links to Third Party Websites:

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. TEN expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Platform. You (on behalf of yourself and the company you are employed by) hereby agree to indemnify and hold TEN harmless from any liability that may result from the use of links that may appear on the Platform.

2. THE SERVICES WE DO NOT PROVIDE

We do not provide any of the following:

2.1.1 any guarantee that you will be able to connect with any users for the purposes of engaging their services on a Project;

2.1.2 that if you connect, and choose to work with other users, that a user’s work will be of a satisfactory standard;

2.1.4 that we in any way supervise, scope, direct, control or monitor a user’s work or Projects performed in any manner;

2.1.5 a user’s work hours or location of work. TEN do not provide any equipment, tools, labour or materials needed for a particular Project. TEN does not provide any supervision to users.

3. SEPARATE AGREEMENT BETWEEN USERS

3.3 TEN is not a party to or otherwise involved in the actual contract between users or in the completion of any Projects. In the event that you have a dispute with a another user you (on behalf of yourself and the company you are employed by) hereby indemnify and hold TEN harmless from any and all claims, demands, damages (including direct, indirect, incidental, actual, consequential, economic, special, or exemplary), fees (including legal fees), expenses, losses, governmental obligations, suits and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

4. REQUIREMENTS OF USERS

You must:

4.1.1 be at least 18 years of age;

4.1.2 pay any required fees on time and via the Platform;

4.1.3 engage other users to provide you with services for all Projects, work, services or other tasks yourself;

4.1.4 comply with these Terms of Service at all times;

4.1.5 not upload any content that is (i) misleading, untrue or misrepresents your skills and experience and employer; (ii) defamatory, offensive, blasphemous or otherwise causes any harm or offence; (iii) that discriminates against or causes another user to feel discriminated against; (iv) involving any abuse, harassment, stalking, threatening or intimidating behaviour; (v) contains personal data; (vi) not owned by you or is in breach of any third party rights; (vii) in breach of any confidentiality obligations you may owe to someone else; (viii) in violation of any laws; (ix) software that may contain any viruses or trojan horses etc. or introduce any other data mining software/malware; (x) advertising or offering to sell goods/services that are not connected to the Platform or Project; (xi) impersonating another person or allowing another person to use your login or identity; (xii) posting the same content repeatedly (e.g. spam);

4.1.6 not share your personal contact information with other users;

4.1.7 ensure you identify and obtain any required licenses, permits, or registrations before offering other users the opportunity to engage their services and undertaking Projects.

4.1.9 not solicit or entice away (or attempt to solicit or entice away) any user of the Platform;

4.1.10 not supply or otherwise disclose any information about a user, a Project or TEN or the Platform to any third party;

4.1.13 keep your profile details up to date and ensure that other users are able to connect with you via the Platform;