TERMS AND CONDITIONS
Application and entire agreement
1. These Terms and Conditions apply to the provisions of service detailed in our quotation (Services) by (we or us) to a person or business buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions are our quotation (the Contract) and are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. .The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use all reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material response. We can make any changes to the Services which are necessary to comply with any applicable law of safety requirement, and will we notify you if this is necessary.
8. We will use reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. Where the Services include connecting users seeking knowledge and opinion with users offering the same, the Services facilitate the interaction between users. You understand that
(i) we are not party to and will not have any liability with respect to such interactions and
(ii) the knowledge and opinion of other users are not ours and we do not endorse them or any other information provided by any user.
(iii) biographical information is provided by users and is not verified by Complement International Limited or any third parties.
(iv) the Services may not lead to any interaction between users seeking knowledge and opinion with users offering the same.
(v) interactions will take place via telephone, scheduled for up to 60 minutes unless otherwise agreed.
10. All of these Terms and Conditions apply to any goods as well as Services unless we specify otherwise.
11. You must obtain any permissions, consents, licences, or otherwise that we need and must give us with access to any and all relevant information, materials, properties and other matters which we need to provide the Services.
12. If you do not comply with clause 11 we can terminate the Services.
13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations)
14. Where the Services include connecting users seeking knowledge and opinion with users offering the same, you represent and warrant that your use of Complement International Limited is not and will not be in breach of any express or implied terms of any contract or any other obligation legally binding upon you. You will not use Complement International Limited in any way that gives rise to such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.
15. You will use Complement International Limited only for lawful purposes and will not use Complement International Limited to solicit, disclose, or misappropriate any confidential, proprietary or material non-public information within the meaning of applicable securities law (or similar concept as defined under any applicable law of regulation). You will not use Complement International Limited to sell or promote goods or services.
16. All non-public information relating to Complement International Limited’s business and other content marked confidential, is confidential information. You will hold all confidential information in trust and confidence and not disclose, misappropriate or make available to any third party, directly or indirectly, any confidential information. The names, biographies or any other information to identify any other users should not be published or disseminated. Interactions with Complement International Limited or any other users of Complement International Limited's Services must not be recorded or transcribed.
17. Complement International Limited’s Services provide you with the ability to disclose certain information about yourself to other users and it is solely your responsibility to use such technology and information in a manner appropriate for your purposes. Complement International Limited will not disclose or make available to any third party directly or indirectly any of your confidential information, except in the furtherance of the use of the Services, to enforce this Agreement or if legally compelled to do so.
18. You agree not to employ, be employed by, consult with or otherwise engage (directly or indirectly) with another User introduced to you by Complement International Limited except through the Services or without prior written consent. Complement International Limited will generally only grant such consent in lieu of a fee paid to Complement International Limited and any such payment should be paid to Complement International Limited prior to such an engagement external to the Services. The obligations in this section shall survive the Agreement for a period of one year from the date this Agreement is terminated. Fees
19. The fees (Fees) for the Services are set out in the quotation and are on a time and material basis.
22. In addition to the Fees, we can recover from you a) reasonable and incidental expenses including but not limited to, travel expenses, hotel costs, subsistence, and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
23. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 22 apply to these additional services.
24. The fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
25. We can withdraw cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation (unless the quotation has been withdrawn).
26. We can withdraw the offer of a free trial if it has not been accepted by you, or if the Services have not started within a period of 1 day from the date of the offer (unless the offer has been withdrawn).
27. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
28. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use all reasonable endeavors to make any required changes and additional costs will be included in the fees and invoiced to you.
29. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control) we have to make any changes in the Services or how they are provided, we will notify you immediately. We will use all reasonable endeavors to keep any such changes to a minimum.
30. We will invoice you for payment of the fees either:
a. before we commence the Services
b. when we have completed the Services; or
c. on the invoice dates set out in the quotation
31. You must pay the Fees due within 14 days of the due date of our invoice or otherwise in accordance with any credit terms agreed between us.
32. Time for payment shall be of the essence of the Contract.
33. Without limiting any other right or remedy we have for statutory interest if you do not pay within the period set out above, we will charge you the interest rate of 1.5 % per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until the payment is received in full.
34. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
35. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by you, or otherwise arranged, with you.
36. All payments must be made in Great British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
37. We can at any time, assign, transfer, charge, subcontract or deal in any other manner with all or any of our legal rights under the Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
38. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
39. We can terminate the provision of Services immediately if you:
a. Commit a material breach of your obligations under these Terms and Conditions; or
b. Fail to make pay any amount due under the Contract on the due date for payment; or
c. Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. Enter into a voluntary arrangement under part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator, in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986) a resolution is passed or petition presented to any court for your wind up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
40. We reserve all copyright and other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
41. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
42. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. Where the Contract includes connecting users seeking knowledge and opinion with users offering the same, the total amount of our liability is limited to the Fees payable by you for a single consultation.
43. We are not liable (whether caused by our employees, agents, subcontractors or otherwise) in connection with our provision of the Services of the performance of any other obligations under these Terms and Conditions or the quotation for:
a. Any indirect, special or consequential loss, damage, costs, or expenses or;
b. Any loss of profits, loss of anticipated profits, loss of business, loss of data; loss of reputation or goodwill; business interruption, or other third party claims; or
c. Any failure to perform any of our obligations if such a delay or failure is due to any cause beyond our reasonable control; or
d. Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
44. You must indemnify us against all damages, costs, claims, and expenses suffered by us arising from any loss or damage to any equipment (including belonging to third parties) caused by you or your agents or employees.
45. Where the Services include connecting users seeking knowledge and opinion with users offering the same, you agree to indemnify, defend and hold harmless for all claims, damages, liabilities, losses costs and expenses (including without limitation to, reasonable legal fees) that arise out of or in connection with any use of Complement International Limited or the Services by you that violates third party rights. Notwithstanding the foregoing wording, liability suffered by either party arising out of this breach of the Agreement by the other party will be limited to the value of this Agreement. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreements expiration or termination.
46. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
47. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
48. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
49. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
50. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
51. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need to know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or the extent required by applicable legislation and/or regulations.
52. The Service Provider shall implement and maintain technical and organizational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
Circumstances beyond a party’s control
54. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results for any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Security Provider failure, industrial action, civil unrest, fire, flood, storms, earthquake, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
55. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
56. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Warranty Disclaimer; Limitation of Liability
57. You use the Services solely at your own risk. The services are provided on an “as is” and “as available” basis. We do not control or vet User-generated content for accuracy, nor do we have any obligation to monitor the use of our Services of verifying the identity of our Users. To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, express or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the site or any part thereof will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
58. Notwithstanding anything to the contrary in this agreement, none of Complement International Limited or any of our affiliates or employees shall be cumulatively liable for (a) any damages in excess of the fees you paid to Complement International Limited during the most recent 30 day period or (b) any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, lost time or goodwill, even if we have been advised of the possibility of such damages whether in contract, tort (including negligence), strict liability or otherwise.
59. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply.
Law and jurisdiction
60. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.