Updated: 26th January 2022
1. THE CONTRACT
1.1 Our agreement (the “Contract”) is made up of these terms on which you agree to use the Disability Freedom website.
1.2 This Contract is the entire agreement between us. No other terms, conditions or warranties are included in the Contract. This Contract supersedes any prior agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by or between us.
1.3 The User has not relied on any representation made by Khoo Seller Ltd, unless that representation is expressly included in this Contract.
2. DEFINITIONS
2.1 In this Contract, the following expressions shall have the following meanings:
2.1.1 Contract has the meaning set out in clause 1.1.
2.1.2 User means the individual, company, business organisation or other legal entity using the Services and/or contributing Content to them.
2.1.3 Insolvent has the meaning set out in clause 7.6.
2.1.4 Disability Freedom means TechEnable IT Services Limited and Khoo Seller Limited. TechEnable IT are responsible and liable for all content and Khoo Seller Limited are responsible for the website software and platform.
2.1.5 Services means the services identified in the Use of Services.
3. OUR OBLIGATIONS
3.1 Disability Freedom will use reasonable care and skill in providing the Services to the Customer.
4. YOUR OBLIGATIONS
4.1 The User will submit any information to Disability Freedom's website and co-operate reasonably with Disability Freedom for the provision of the Services. The information provided has to be deemed useful and relevant for the purposes of the website for it to be published.
4.2 The User will take reasonable security precautions in connection with its use of the Services.
4.3 The User will not use the Services for any illegal or improper uses or in a way which breaches another person’s rights, including copyright or other intellectual property rights.
5. SUSPENSION
5.1 Disability Freedom has the right to suspend its provision of the Services in the event that the User is in breach of this Contract.
5.2 Where Disability Freedom suspends the Services in accordance with this clause 6, Disability Freedom shall have no liability to the User in respect of any suspension of the Services.
6. TERMINATION
6.1 The Contract commences on the date that the directory listing is created and will continue until it is removed.
6.2 The User may terminate this Contract by giving 30 days’ notice of wishing to remove their listing to Disability Freedom.
6.3 Disability Freedom may terminate the Contract as follows:
6.3.1 immediately if the User is Insolvent.
6.4.2 by giving 30 days’ notice of termination to the User (provided that no such notice is to be given for the duration of the Minimum Term).
6.4 In the event that the Contract is terminated the User will remain liable for any Fees that are due.
6.5 For the purposes of these Terms:
6.5.1 a company becomes Insolvent:
when it enters administration within the meaning of Schedule B1 to the Insolvency Act 1986;
on the appointment or an administrative receiver or a receiver or manager of its property under Chapter I of Part ill of that Act, or the appointment of a receiver under Chapter II of that Part; or
on the passing of a resolution for voluntary winding-up without a solvency under section 89 of that Act: or
on the making of a winding-up order under Part IV or V of that Act.
6.5.2 a partnership becomes Insolvent:
on the making of a winding-up order against It under any provision of the Insolvency Act 1986 as applied by an order under section 420 of that Act; or
when sequestration is awarded on the estate of the partnership under section 12 of the Bankruptcy (Scotland) Act 1985 or the partnership grants a trust deed for its creditors
6.5.3 an individual becomes Insolvent:
on the making of a bankruptcy order against him under Part IX of the Insolvency Act 1986; or
on the sequestration of his estate under the Bankruptcy (Scotland) Act 1985 or when he grants a trust deed for his creditors.
6.5.4 a person also becomes Insolvent if:
he enters into an arrangement, compromise or composition in satisfaction of his debts (excluding a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction); or
(in the case of a partnership) each partner is the subject of an individual arrangement or any other event or proceedings referred to in this clause.
6.5.5. Each of sub clauses 7.6.1 to 7.6.4 also includes any analogous arrangement, event or proceedings in any other jurisdiction.
7. LIMITATION OF LIABILITY
7.1 Except for liability on the part of Disability Freedom which is expressly provided for in the Contract:
7.1.1 Disability Freedom shall have no liability or responsibility for any loss, or damage of whatever nature due to or arising through any cause beyond its reasonable control;
7.1.2 Disability Freedom shall have no liability or responsibility, whether by way of indemnity or by reason of any breach of the Contract, misrepresentation, or by the commission of any tort (including but not limited to negligence) in connection with the Services, for any of the User’s loss of profit, loss of use of any asset or facility, loss of contracts with any third party, liabilities of whatever nature to any third party, and/or any other financial or economic loss or indirect or consequential loss or damage of whatever nature; and
7.2 For the avoidance of doubt nothing in this Contract limits or seeks to exclude either Disability Freedom’s liability for claims for death or personal injury, for fraud of for any other liability for which it is not permitted to seek to limit or exclude by operation of law.
7.3 The parties agree that the Fees for the Services properly reflect the delineation of risk between the parties and that each party is responsible for making its own arrangements for the insurance of any loss in excess of the accepted legal liability as necessary.
8. USE OF SERVICES
8.1 The Services provided to the User will be delivered through the use of software and intellectual property developed for Disability Freedom. The Customer acknowledges and agrees that:
8.1.1 its use of the Services shall confer no rights in any software or intellectual property used by Disability Freedom or any exclusivity in the same; and
8.1.2 Disability Freedom retains all rights, title and interest in its trade secrets, inventions, copyrights and other intellectual property; and
8.1.3 any intellectual property developed by Disability Freedom during the performance of the Services shall belong to Disability Freedom unless otherwise agreed in writing.
8.2 The parties do not intend that any of the terms of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a part to the Contract.
8.3 The rights and obligations of the User under this Contract are personal to the User and the User undertakes that it shall not nor purport to assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.
8.4 Disability Freedom may revise these Terms from time to time. Any changes will not be retroactive. Disability Freedom will notify the Customer of any change to these Terms. By continuing to use or access the Services after those revisions become effective, the Customer agrees to be bound by the revised terms.
8.5 The Services provided are to:
8.5.1 assist customers to gather information on activities available for children with disabilities; make suggestions for listings; and
8.5.2 assist organisations and individual engage with customers and potential customers.
8.6 The User warrants that:
8.6.1 information supplied to Disability Freedom is true, accurate, current and complete,
8.6.2 you have the legal authority to supply the information regarding the service, and are over 18, and
8.6.3 that you agree to use the Services in accordance to the terms and conditions.
8.7 The content and services available on Disability Freedom's website is proprietary to Disability Freedom and you agree not to copy, alter, transmit, reproduce, publish, license, transfer, or sell any information obtained through the website.
9. NOTICES
9.1 All notices given under this Contract shall be in writing.
9.2 Disability Freedom may give notice to the Customer as follows:
9.2.1 By email to the email address of the Customer; or
9.2.2 By first class address to the address of the Customer.
9.3 Notices sent by Disability Freedoms shall be deemed to have been delivered at the time that they are sent.
9.4 The Customer shall give notice to Disability Freedom as follows:
9.4.1 By email to “hello@disabilityfreedom.co.uk”. Any notice shall be deemed to have been received at the time that it is acknowledged by Disability Freedom; or
9.4.2 By recorded delivery Disability Freedom’s current address at the date of giving the notice.
10. FORCE MAJEURE
10.1 “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves:
10.1.1 that such impediment is beyond its reasonable control; and
10.1.2 that it could not reasonably have been foreseen at the time of the conclusion of the contract; and
10.1.3 that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
10.2 In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions 11.1.1 and 11.1.2:
(i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;
(ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;
(iii) currency and trade restriction, embargo, sanction;
(iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation;
(v) plague, epidemic, natural disaster or extreme natural event;
(vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
(vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.
10.3 A party successfully invoking this clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.
12. GOVERNING LAW AND SEVERABILITY
12.1 This Contract is governed by English law.
12.2 Both parties expressly and irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
12.3 If any of these clauses are held to be unlawful, void or unenforceable, then that clause will be deemed severable and will not affect the validity and enforceability of the remaining clauses, to the extent permitted by law.