Terms and Conditions

Welcome to The Keepsake Consultancy

These terms apply to all Members of The Keepsake Consultancy Business Club and all users of it’s sites, products and services. By proceeding with this purchase and by accessing the information, products and services contained within our Business System, you (“The Customer”) agree to be bound by the terms and conditions (“the Terms’) set out below, with immediate effect. If you do not agree to be legally bound by all the following terms please do not continue with this purchase.

“The Keepsake Consultancy” is a trading style of Keepsake Consultants Ltd. A registered Company in England and Wales, whose office is at Unit 2 Rooks Farm, The Street, Rotherwick, Hook, Hampshire, RG27 9BG Registration No: 6474228. VAT No: 931 0225 71

General

The Keepsake Consultancy as a result of extensive research has developed a system to assist entrepreneurs in creating a home-based business, as well as a marketing plan for the sale and production of a range of Keepsake Products. The Keepsake Consultancy Business System is intended to allow the entrepreneur to conduct a successful business based in his or her own residence. The Customer must pay all invoices and subscriptions promptly to ensure continued support from The Keepsake Consultancy.
The Keepsake Consultancy is the exclusive owner of the Trade Mark and the Business System.
The customer acknowledges that all information provided by The Keepsake Consultancy, under this Agreement constitutes trade secrets and The Customer agrees not to disclose such information to anyone. The use of such information and trade secrets shall be restricted to the operation of The Customers Keepsake Business.
The Customer shall hold all of the information and trade secrets contained in the Business System in confidence, and shall not make any disclosure of any such information to anyone, except to employees of the Customer who have a need to know.
The Customer further agrees to notify each person to whom any disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such person. In addition the Customer agrees not to make copies of items contained in The Keepsake Consultancy Business System, or to circulate or disclose these to any third-party. This includes Business, Manuals, Marketing Manuals, Training Manuals, or any other information provided to The customer as part of their Membership and association with The Keepsake Consultancy.
The Customer must not make use of or establish a web site which uses the Trade Name or any similar Trade Name as its domain name or establish a web site for the purposes of communicating with potential customers, or with third parties of The Keepsake Consultancy or it’s businesses.
This Agreement does not constitute the Customer as an agent, legal representative, partner or employee of The Keepsake Consultancy for any purpose. The Customer shall be a sole proprietor and is not authorized to make any contract, agreement, warranty or representation on behalf of The Keepsake Consultancy or create any obligation, express or implied, on behalf of The Keepsake Consultancy or any of it’s related Businesses.
The Customer acknowledges that The Keepsake Consultancy has not represented to the Customer that a minimum or guaranteed income from the operation of a baby keepsake business can be expected. The Customer clearly understands that while The Keepsake Consultancy will provide the Customer with the fundamental knowledge necessary to operate such a business, The Customer cannot expect success unless her or his best personal efforts are devoted to the business and unless good business judgment is exercised with customers and business relationships. In any event, success cannot be guaranteed.
The Customer agrees not to set up in competition with The Keepsake Consultancy, or to transfer training or know-how or trade-secrets to any person, third party or entity. The Customer agrees not to engage in or be involved directly or indirectly or in any way assist any third party to so engage in or be involved in any business which competes with the Business of The Keepsake Consultancy’s Businesses. This applies even after the agreement has expired or been terminated.
The Keepsake Consultancy is not responsible for selection, testing, training or purchase and maintenance of any equipment.
The Customer shall indemnify and keep indemnified the Keepsake Consultancy (both during the term and thereafter) from and against any and all loss, damage, liability and legal fees and costs incurred by the Keepsake Consultancy arising from any breach of contract or negligence of the Customer, its agents, employees or licensees unless such act or default is required by the terms of this agreement, or the Keepsake Consultancy.
The Customer shall pay The Keepsake Consultancy a non-refundable subscription for membership to The Keepsake Consultancy Business Club, which is paid monthly.
Both parties are free to terminate this agreement as described in section 21 of these terms. All accounts must be settled on termination and the Customer agrees to keep all information and trade secrets contained in the Business System in confidence and agrees not to use any information or make an disclosure of any such information to anyone.

1. Introduction

By proceeding with your registration for membership and purchase of this Business Package (‘the Product’) and by accessing the information, products and services (‘Services’) contained within our Business System, you (“The Customer”) agree to be legally bound by:

the terms and conditions ('the Terms') set out below with immediate effect.
You also agree to the terms and conditions of Nominet which can be found by clicking on the following link: http://www.nominet.org.uk/nominet-terms. This is a separate contract independent of your agreement with The Keepsake Consultancy.
The Keepsake Consultancy may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made. By continuing to access the information, products and services contained in our sites, products and services, you will have, by doing so indicated that you have agreed to the terms and conditions prevailing from time to time.
Unless expressly stated in writing by The Keepsake Consultancy all fees and charges set out in these Terms are excluding VAT.

2. Basis of Purchase

Registering for Membership and placing an order, the Customer constitutes an offer to purchase the Product and acquire the Services subject to these Terms.
Keepsake Consultancy Products and Services are only available to Business Club Members. Membership is at the invitation and approval of The Keepsake Consultancy. Any applicant for membership may be refused membership at the sole discretion of The Keepsake Consultancy without explanation or reasons given.
Membership and use of the products and Services only remains valid whilst the Customers Membership Subscriptions are maintained. Membership will automatically cease should any default in payment or subscription occur. In this event the customer would be restricted from using any services associated with Membership.
Any Member found to have breached any of the Terms and Conditions or deemed by The Keepsake Consultancy to have acted in a manner inconsistent with the objectives and standards of The Keepsake Consultancy will, after 7 days notice to remedy such breach, have their membership terminated if such a breach is not remedied to the satisfaction of The Keepsake Consultancy.
In general no refunds are permitted to Business Club Members once they registered and have been provided with access to the Club resources. Nevertheless there may arise circumstances when part refunds may be considered to any member. Each situation will be considered on a case by case basis. Any refunds granted will be at the discretion of The Keepsake Consultancy Management.
No variation to the order or these Terms shall be binding unless agreed in writing between the authorised representatives of the Customer and The Keepsake Consultancy.

3. Provision of Services

The Member (“The Customer”) will have the benefit of access to a range of optional Products and Services ('the Services') , as listed on http://www.thekeepsakeconsultancy.co.uk/thedifference.php
The Services include but are not limited to, Training, support, Website Creation, 0845 no rental, and access to online resources.
Services also include use of The Keepsake Consultancy ‘Sites’, including, The Keepsake Directory, The Keepsake Forum and KCorder.
Access to these Services only remains valid whilst Membership Subscriptions are maintained.
Membership subscription is currently £24.99 + VAT payable monthly for one year. At the expiration of one year the Customer can renew the Services provided by The Keepsake Consultancy for a further year, at the current fee of £24.99 per month + VAT.
If the Customer has utilized The Keepsake Consultancy Website Support and Hosting Service, the Customer may, at any time, transfer their domain name away from The Keepsake Consultancy to an alternative hosting solution, providing that the customer has no outstanding debts with The Keepsake Consultancy. The Keepsake Consultancy is not responsible for any third party charges incurred by transferring a domain name away from The Keepsake Consultancy. The Keepsake Consultancy will charge a one off fee of £30 + VAT to transfer the domain name to an alternative hosting company to cover administrative costs.
The Keepsake consultancy remains the owner of any Intellectual Property; including any text or images, licensed to the customer to use, during the term of their membership to The Keepsake Consultancy and any time thereafter.
Any default in payment or subscription, will automatically render the customers membership as terminated and the customer will be prevented from utilizing any such Intellectual property at any future stage, or for any purpose. The Customer is restricted from transferring any Intellectual Property of The Keepsake Consultancy to any alternative hosting solution or from reproducing any Intellectual property in printed form, or from circulating to any Third-Party once their agreement and subscription has been terminated.
Domain names registered using The Keepsake Consultancy are final and cannot be changed. Any changes will require the registration of a new domain name at a current cost of £30 + VAT per domain name registered for one year from the date of registration.
The cost of registering any non-UK domain names or non-standard domain names, may be higher. The Keepsake Consultancy will inform the Customer of any price differences, which may apply.
If the Customer does not renew the Services (Club Membership) the domain name will expire. The Keepsake Consultancy excludes liability for any loss of profit caused to the Customer by the expiration of the domain name as a result of the Customer's failure to renew the Services.
The Keepsake Consultancy excludes liability for any loss of profit caused to the Customer by the expiration of the domain name as a result of a technical fault or any other fault caused by any third party.
The Keepsake Consultancy excludes liability for any loss of profit caused to the Customer by the expiration of the domain name as a result of a technical fault or any other fault caused by the negligence of The Keepsake Consultancy.
The Keepsake Consultancy reserves the right to adjust the cost of the Services at any time.

4. Availability

The Customer acknowledges that The Keepsake Consultancy’s systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.
In the event of any such interruptions The Keepsake Consultancy will notify the Customer by email as soon as reasonably practicable of any such interruptions to its ability to provide the Services.
The Keepsake Consultancy agrees to rectify faults or problems and to restore the systems to full operational capacity as soon as reasonably practicable.
The Keepsake Consultancy excludes liability for any loss of profit caused to the Customer as a result of the system not being fully operational.
POP3 and SMTP services on the Customer's domain name is available only during the Customer's period or subscription to the Services.
Response times and the ability to effect an on-line transaction vary with user demand. The Customer agrees not to hold The Keepsake Consultancy (or, where applicable, any third party provider) responsible for any inability to make an on-line transaction, or to access any site at any time.

5. Limited liability

The Keepsake Consultancy gives no condition, warranty, or undertaking, and makes no representation to the Customer about the suitability of, or fitness of the Services for the Customer's purposes other than those conditions, warranties, undertakings or representations expressly set out in these Terms.
With the exception of any rights which the Customer may have under applicable law in all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Terms to the fullest extent permitted by law.
Nothing in these Terms excludes or limits the liability of The Keepsake Consultancy for:
death or personal injury caused by The Keepsake Consultancy’s negligence; or
from further fraudulent misrepresentation or fraud.
Subject to clauses (ii) and (iii):
The Keepsake Consultancy’s total liability in contract, tort, (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the fees received in relation to the Services; and
In no event shall The Keepsake Consultancy be liable to the Customer whether arising under these Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. 'Consequential Loss' shall for these purposes mean (i) pure economic loss (ii) losses incurred by any customer of the Customer or other third party (iii) loss of profits (whether categorised as direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (viii) loss or corruption of data.

6. Third Party Products, Services and Content

Some of the products, services and information used or offered for sale on The Keepsake Consultancy Sites may be with permission of third parties.
The third party products, services and information are not provided or endorsed by us and your legal relationship is with the third party supplier.
We have not checked the accuracy or completeness of the information or the suitability or quality of the products and services of any third-parties. You must make your own enquiries with the relevant third party supplier direct before relying on the third party information or entering into a transaction in relating to the third party products and services supplied via The Keepsake Consultancy Sites. You should check with the third party supplier whether there are additional charges and terms, which may apply.
We may receive fees and/or commissions from third parties for goods and services of such third parties displayed or made available on The Keepsake Consultancy Sites or accessible through a hyperlink on The Keepsake Consultancy Sites. You acknowledge and consent to us receiving these fees.
All prices displayed and products and services offered for supply on any Keepsake Consultancy Sites are subject to change without notice.
The Keepsake Consultancy will not be responsible for the accuracy and / or functionality of the material created or supplied by the Customer to The Keepsake Consultancy ('Customer Content') in the form in which it is provided by the Customer or as modified upon and in accordance with the Customer's instructions for inclusion on the website, directory or any of The Keepsake Consultancy Sites.
The Keepsake Consultancy will not be responsible for the Customer's failure to fulfill any orders placed for those goods or services being sold or promoted by the Customer on its website.
If The Keepsake Consultancy reasonably forms the view that the Customer Content of any website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party's rights or in contravention of applicable law, including breach of any third party intellectual property rights, The Keepsake Consultancy may without prior notice or any liability remove that Customer Content from the website and shall within 24 hours thereafter notify the Customer of its removal.
With reference to clause (viii) above the Customer agrees to take all reasonable steps to ensure they are not in breach of any third party intellectual property rights by, including but not exclusively limited to, the illegal use of commercial songs on their MP3 players and / or by the unauthorised use of copyright works and / or by the unauthorised use of any registered intellectual property rights.
The Customer shall indemnify and hold harmless The Keepsake Consultancy and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Customer Content including but not limited to the posting and / or transmission of Customer Content on the website.

7. Trademarks & Ownership

All trademarks displayed or referenced on any Keepsake Consultancy Sites are trademarks of their respective owners and nothing contained within The Keepsake Consultancy Sites should be construed as granting any licence or right of use of any trademark.
All information, text, material, graphics, software and advertisements (“Content”) on all Keepsake Consultancy Sites are copyright © 2008 to Keepsake Consultants Ltd, its affiliates and/or licensors unless expressly indicated otherwise. The content is protected by international copyright and trademark laws. Content on all Keepsake Consultancy Sites is published in real-time, and you must not print, modify, copy reproduce, republish, frame, upload to a third party, post transmit or distribute this content in any way except as expressly provided for or expressly authorized in writing by The Keepsake Consultancy.
Strictly on the condition that The Customer keeps all Content intact and in the same form as presented on The Keepsake Consultancy Sites (including without limitation all copyright, trademark and other proprietary notices and all advertisements), you may, using an industry standard web browser, print selected content for your own personal, non commercial use.
You must not use any Keepsake Consultancy Site or Content in any manner or for any purpose which is commercial, for profit or monetary gain, unlawful or in any manner which violates any right of The Keepsake Consultancy or which is prohibited by the Terms of Use.
The Keepsake Consultancy agree that the customer is licensed to use approved copyrighted text and images, owned by The Keepsake consultancy if the customer has purchased the appropriate product or service that grants the Customer right of use.
Customers are only granted the license to use the approved copyrighted text and images, relevant to the Business Support Services or Product Support Services they have purchased.
The Keepsake Consultancy does not agree to upload or provide any additional web-pages, which are not directly linked (or relevant) to the particular Training and Support Service that they have purchased.
The Keepsake Consultancy may agree to provide and upload additional web-pages upon request, at the standard web-design rate, which is currently £35 + VAT per hour. (Minimum 1 hour).
The customers license to use The Keepsake Consultancy’s approved Intellectual property will automatically cease should any default in payment or subscription occur. In this event the customer would be restricted from using any Intellectual property, including any copyrighted text or images, for any purpose, or at any future stage. This would include restricting the customer from transferring any Intellectual Property to an alternative hosting solution or from reproducing it in any printed form, or from circulating to any Third-Party. Customers would also loose their right to use the forum or maintain their listing on the directory.
Customers are not licensed to use Intellectual Property, including copyrighted text and images, relating to Training Courses, Product or Services, which they have not purchased or subscribed to.
The Keepsake Consultancy remains the owner of all intellectual property, including copyrighted text and images, which The Keepsake Consultancy may have licensed the customer to use as part of their purchase.
The Keepsake Consultancy agrees that the Customer will own all the intellectual property rights in the Customer Content of the website.
The Customer will have sole responsibility for the use of any third party intellectual property rights included on the Customer's website and in the Customer Content. The Customer agrees to take all reasonable steps to ensure that the use of any third party intellectual property rights has been authorised and is not in contravention of any applicable law.
Any intellectual property rights owned by either party and required for the performance by the other party of its obligation under these Terms or the use of the website by the Customer shall be licensed to that other party on a non-exclusive, irrevocable, royalty free basis for the period during with the use of those rights by that party pursuant to these Terms is required.
Neither party shall grant a sub-licence under the licences created without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

8. Not Advice

Any content provided by any Keepsake Consultancy Site, product or service is for educational purposes only, intended to inform and assist Members to come to a better understanding of matters of business, finance and commerce in general. All Information, forms, documents and Business Templates displayed are for the purpose of education and should be used only as a framework or model from which users can design and develop their own actual forms, documents and templates for their own particular situation under advice from their own professional adviser.
Where information of any type including financial, legal, general business, news or any content is displayed on The Keepsake Consultancy Site or its products and services, you acknowledge that The Keepsake Consultancy and its associates are in no way responsible for the accuracy of the said information and are in no way providing or holding out as providing business, financial, investment, accounting or any form of professional advice.
The said information is provided for general use only as an educational help and is not guaranteed to be totally accurate or up to date. No guarantees are given that the information displayed on the Sites or in the content is the most current to that day. The information provided does not purport to be business, financial, investment, accounting or any form of professional advice an must not be viewed in any way whatsoever as a substitute for independent professional advice.
You agree and acknowledge that any services provided (which may include but not be limited to the services of an insurance broker, business or other financial or professional services) is only an invitation for you to exchange information so that you or (where applicable) the relevant institution may determine whether it is to mutual advantage to do business with each other.
The Keepsake Consultancy are information providers only – they are not advisers. The Keepsake Consultancy is not permitted by it’s constitution to provide or offer advice of any kind on any matter whether business, financial or otherwise. Any enquiries received from users seeking answers believed to be advice or views or opinions will not be answered and an email to the enquirer to that effect will be sent to explain The keepsake Consultancy position and policy.

9.Equipment and Access

The Customer must provide, at its own cost, telecommunications services, computers and other equipment or services necessary to enable it to have access to the Services and to operate the Business.

The Customer must comply with all the rules and regulations that apply to the communications means by which the Customer obtains access to the Services.

Personnel and subcontractors The Keepsake consultancy may in its absolute discretion sub-contract the performance of any of its obligations under these Terms.

10. Communication Facilities

Any Keepsake Consultancy Site, may contain electronic bulletin boards, chat rooms and other communication facilities which provide feedback by Users to The Keepsake Consultancy, real-time interaction between users (including individuals referred to as guests and experts) and other electronic messaging and notice services (“Communication facilities”). It is a condition of you use of any Communication Facility and your access to any Keepsake Consultancy Site that you do not do any of the following:
Restrict or inhibit any other user from using or enjoying the forum;
Post or transmit any unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic profane or indecent information or material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law;
Post or transmit any material of any kind which violates or infringes upon the rights of any other person, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or any other proprietary right, or derivative works with respect hereto, without firs obtaining permission from the owner or relevant right holder;
Post or transmit any material of any kind which contains a virus or other harmful component;
Post or transmit or in any way exploit any material of any kind for commercial purposes, or which contains any promotional material or advertising;
Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, or;
Download any file posted by any other user of a Forum if you know, or reasonably ought to know that the file cannot legally be distributed in such a manner.
The Keepsake Consultancy may from time to time monitor or review the contents of its Communication Facilities. While The Keepsake Consultancy reserves the right to edit, refuse to post or to remove any information and/or materials (in whole or in part) that in The Keepsake Consultancy’s sole discretion is in any way objectionable or in violation of any applicable law or the Terms and Conditions. The Keepsake Consultancy has no obligation whatsoever to monitor any Communication Facility or edit, delete or refuse to post such contents, nor is The Keepsake Consultancy responsible for any contents in any Communication Facilities (including any information, comments and/or advice of any individual referred to as a guest or expert whose statements on any Keepsake Consultancy Site are solely their own). You expressly acknowledge and agree that the Communication Facilities provide a means of public and private communications.
The Keepsake Consultancy reserves the right to cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials which violate any applicable or relevant law.

11. Passwords & Access

On registration as a user with any Keepsake Consultancy site for a particular product or service you may be provided with a confidential user name and password. It is your responsibility to keep these confidential and to notify The Keepsake Consultancy as soon as you are aware that unauthorized persons have accessed any of these. Any password and access details provided are for the members use only. If the member gives any of these access tools to other persons they are responsible for any charges or other liability that may arise from those persons having unauthorized access.

12. Links to Third Party Web Sites, Advertising and Ecommerce Offers

The Keepsake Consultancy Sites may contain hyperlinks and other pointers to Internet Websites operated by third parties. These linked websites re not under the control of The Keepsake Consultancy, and The Keepsake Consultancy is not responsible for the contents of any linked web or hyperlink contained in a linked website. The Keepsake Consultancy provides these hyperlinks to us as a convenience only, and the inclusion of any link does not imply any endorsement of the linked website by The Keepsake Consultancy or it’s affiliates. You link to such website entirely at your own risk.
The Keepsake Consultancy Sites may also contain third party advertisements (including Banner ads, sponsorships and full page advertisements), which contain embedded hyperlinks, or which include referral buttons to websites operated by third parties or their licensees or contractors. All third party advertising (including referral buttons and embedded hyperlinks) is paid for by the relevant third party advertisers and are not recommendations or endorsements by The Keepsake Consultancy or its affiliates or their respective directors or employees.
You are referred to the relevant advertiser for all information regarding the advertiser and its products and/or services. In some instances, the advertisement will contain representations or offers by the third party advertiser which you can accept by linking to the advertiser’s website and executing the relevant transaction. Such offers are not made by The Keepsake Consultancy, and the third party advertiser is solely responsible to you for the delivery of any goods or services you purchase on the third party website.

13. Warranties

Each party warrants to the other that;
it has the authority to perform its obligations under these Terms; and
it has the ability to perform its obligations under these Terms.
The Keepsake Consultancy warrants to the Customer that the Services:
will be provided by appropriately qualified and experienced personnel using all reasonable care and skill;
will not knowingly infringe the Intellectual Property rights of any third party
The Customer warrants to The Keepsake Consultancy that:
the use by The Keepsake Consultancy of any works or materials submitted by the Customer to The Keepsake Consultancy under these Terms will not infringe the rights of any person or contravene any law;
it is solely responsible for communicating with persons who access its websites or other sites and that it will not divert any complaints or concerns to the Keepsake Consultancy.
The Keepsake Consultancy shall not be liable for defects resulting from improper use of the Services by the Customer or by another third party.

14. Indemnity

Each party ('the first party') indemnifies and undertakes to keep indemnified the other party, its officers, employees, contractors and agents ('the second party') against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with these Terms arising from any failure of the first party to comply with these Terms or otherwise.
The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by the second party in defending any such action, proceeding claim or demands.

15. Confidential Information

Each party may use the Confidential Information of a disclosing party only for the purposes of these Terms and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
Each party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of these Terms but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
All documents and other materials containing Confidential Information of either party will be returned to that party immediately upon termination of the Services
The parties' obligations to keep information confidential will survive the termination of the Services.
The obligations of confidentiality do not extend to information that:
is or becomes public knowledge (otherwise than as a result of a breach of these Terms); or
is required by law to be disclosed

16. Force Majeure

'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, war, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services.
The party suffering the event of force majeure shall not be deemed to be in breach of these Terms or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under these Terms (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure.
If the event of force majeure in question prevails for a continuous period in excess of 3 months after the date on which it began, the other party may give notice to the party suffering the event of force majeure terminating the Services. The notice to terminate must specify the termination date, which must be not less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, these Terms will cease to be operative from the termination date set out in the notice.

17. Enforceability

If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of the Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of the remaining Terms.

18. Alternative Dispute Resolution

All disputes at any time arising between the parties that cannot be resolved by negotiation may be referred to an expert in accordance with the remaining provisions of this clause.
The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the President for the time being of the British Computer Society.
The parties shall promptly furnish to the expert all information relating to the particular dispute reasonably requested by him, imposing appropriate obligations of confidence.
The expert shall be required by the parties to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
The parties shall share equally the fees and expenses of the expert. The decision of the expert shall be final and binding upon each of the parties.
For the avoidance of doubt the provisions of this clause provides for a form of advanced dispute resolution and is not a reference to arbitration.
Conflict of Terms Except as otherwise expressly provided in these Terms in the event of any conflict between these Terms and the standard terms and conditions of the Customer these Terms shall prevail.

19. Law and Jurisdiction

Under these Terms any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to it or its formation, shall be governed by and construed in accordance with the laws of England.
The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with these Terms and to enforce any judgment against their respective assets.

20. Exclusion of Third Parties

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no person other than the parties to these Terms shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

21. Termination

The Keepsake Consultancy may terminate the Services by notice in writing to the Customer in the event that:
the Customer fails to pay the amount due to The Keepsake Consultancy and does not make that payment within 7 days after receiving notice requiring the client to do so;
the Customer fails to perform any of the obligations on its part to be observed or performed pursuant to these Terms and such failure is not remedied by the Customer within 14 days after receipt of it of a notice in writing requiring the default to be remedied;
any of the warranties or representations made by the Customer are false or inaccurate in any material way.
The Customer may request in writing that the domain name be transferred to an alternative hosting company, thereby terminating the Website Services, provided that:
the Customer has no outstanding debt due to The Keepsake Consultancy; and
the Customer pays The Keepsake Consultancy a fee of £30 + VAT for the costs of transferring the domain name incurred by The Keepsake Consultancy.
Termination of the agreement or any default in payment, will automatically prevent the customer from using any Intellectual Property of The Keepsake Consultancy and will also terminate the customer’s right to access any Business, Technical or Marketing support Services or resources offered to Customers as part of their Membership Subscription, including but limited to The Keepsake Directory and Keepsake Forum.
Either party shall be entitled to terminate the Services provided immediately by notice in writing to the other if the other party shall:
commit any material breach of any of its obligations under these Terms which (in the case of a breach capable of being remedied) shall not have remedied within 14 days after receipt of written request so to do;
pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
have an administrator appointed or documents are filed with the court in respect of such appointment or notice is served of an intention to appoint an administrator by that party or its directors or by a qualifying floating charge holder as provided in the Insolvency Act 1986, paragraph 14 Schedule B1;
make any voluntary arrangement with its creditors or become subject to an administration order;
have a receiver or manager or similar official appointed over the whole or substantial part of its undertaking or assets of such party;
cease or threaten to cease to carry on business; and
have any similar event occur under law of any other jurisdiction in respect of it.
If, in The Keepsake Consultancy’s reasonable opinion, you breach any of these term and conditions, we may suspend, terminate or limit access to all Keepsake Consultancy Sites, products and Services effective immediately, but all restrictions impose on you, and all disclaimers and limitations of liability as laid out in the terms and conditions will survive.