TERMS AND CONDITIONS

Please read these terms and conditions (“Terms”) before using the services provided by Peer Pioneers Limited, a company with a registered office at 71-75 Shelton Street Covent Garden London WC2H 9JQ and registered number 13104370 (“Peer Pioneers”). These terms are fully incorporated into the agreement and form the agreement between the client (“you”) and Peer Pioneers. These terms shall apply to any user of the Peer Pioneers application (“you”) or any contractor or supplier of Peer Pioneers (“you”). These Terms shall take precedence over any other terms and conditions and/or any terms or agreement provided by you oryour agent.

1. Registration and eligibility

1.1 You may browse the website www.peerpioneers.com (the “site”) and view content without registering, but as a condition to using certain aspects of the site you are required to register with Peer Pioneers and you undertake, represent, warrant and covenant that you provide Peer Pioneers with accurate, truthful, and complete registration information and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these terms, which may result in immediate termination of any Peer Pioneers account you may have. 

2. Peer Pioneers services

2.1 The agreement sets out the services that Peer Pioneers provides to the client. Peer Pioneers is a mentoring and learning web application service designed to help connect people not limited with mentors , mentees, coaches, advisers and peers and build lasting professional relationships.

2.2 Peer Pioneers grants to the client the right to use the services during the term and for the number of licenses as set out in the agreement only.

3. Client responsibilities

3.1 The client shall only use the number of licenses granted to it as set out in the agreement. 

3.3 The client is the seller of the goods and/or services and shall be responsible for ensuring the goods and/or services provided thereunder comply with all applicable law and the client hereby warrants, represents and undertakes that the offer, and the goods and services supplied thereunder and the advertisement in relation to the same shall comply with applicable law.

3.4 Peer Pioneers is not the seller of such goods and/or services and the client is solely responsible for supplying such goods and/or services and redeeming any such offers or promotions. The client acknowledges that Peer Pioneers is not responsible for the supply or provision of any goods or services advertised or promoted by the client.  

3.5 Peer Pioneers disclaims any and all responsibility or liability in relation to any goods or services supplied by the client to their customers or third parties. Neither Peer Pioneers nor its officers, employees or affiliates may be held liable whether in relation to contract, warranty, tort (including negligence), product liability, tax matters or any other form of liability for any claim, damage or loss, arising from or relating to the provision of all or any goods or services sold or agreed to be supplied by the client, its representatives, contractors, agents, directors and/or employees and the client hereby indemnifies Peer Pioneers in respect of any claim, damage or loss suffered by it in respect of the same by the client’s breach of this agreement or negligence.

3.6 The client agrees to the following conditions when using the Peer Pioneers services and Peer Pioneers Application:

Not to post any illegal or defamatory material or comments.

To ensure that they have the full copyright, trademarks and/or relevant intellectual property rights in all material used in connection with their goods and services.

Take every care to ensure the accuracy of information.

4. Contract period

This agreement and these Terms shall be effective from the date of signature and shall continue in force for the initial period.

At the end of the initial period this agreement shall continue (unless terminated in writing by the client no later than 30 days prior to the end of the initial period) for further continuous periods each of [three] months duration (the ‘further period(s)”) each further period of [three] months duration shall each extend and continue automatically unless terminated in writing by the client no later than 30 days prior to the end of the previous three month period.

5. Fees and payments

5.1 You have agreed to make payments for the Peer Pioneers services by standing order or by recurring transactions from your credit/debit card, the details of which you have provided to Peer Pioneers (the “card”).

5.2 You warrant that you are entitled to provide Peer Pioneers with the bank details and/or details of the card and that you are entitled to grant Peer Pioneers authority to receive payments by way of standing order or recurring transactions from the card details.

5.3 By signing the service agreement you have given Peer Pioneers or our representative your consent for us to take the monthly payments for the amounts set out in the service agreement for the initial period and any extension to the term of the agreement.

5.4 You warrant that you have provided the correct bank details or card holder name, billing address, card type, account number, card expiration date and card verification value 2 (the “details”).

5.5 You undertake to immediately provide Peer Pioneers with the details of any alternative card to be used where the existing card is no longer used or has expired.

5.6 If any payment is not made within 30 days of the due date then the whole of the balance outstanding under this agreement shall immediately become due and payable, plus cost of collection.  

5.7 On submission of invoice by Peer Pioneers the client will pay any outstanding amounts within 14 days of receipt of the invoice.

5.8 If the client does not wish to continue the contract after the expiry of the initial twelve month period, the client must serve notice in writing to hello@peerpioneers.com or the registered business address as set out in the service agreement.

5.9 In consideration of Peer Pioneers agreeing to provide the services as set out above, the client hereby agrees to pay Peer Pioneers the total value for the initial period as set out above.

5.10 Where the term of the agreement extends beyond the initial period, payments shall continue on a monthly basis for the duration of that extension of the term in accordance with clause 4 and subject to clause 5 of our terms and conditions.

5.11 All payments will be made by credit or debit card or standing order or direct debit and payments shall be deducted on the 1st day of each month. 

5.12 Vat is payable on all amounts due. By signing this agreement you have given Peer Pioneers your consent for us to take monthly payments for the amounts set out above for the initial period and any extension to the term of this agreement.

6. Termination

6.1 The client may terminate this agreement with [three] months’ notice in writing, no earlier than three months before the end of the initial period. Neither party shall have claims against the other arising out of the termination of this agreement.

6.2 Peer Pioneers may terminate this agreement with immediate effect if:

the client enters into liquidation;

any liquidator, trustee in bankruptcy, receiver, administrative receiver administrator or similar officer is appointed over the client’s business or assets;

the client becomes subject to an order or resolution for winding up, administration or dissolution;

6.3 Peer Pioneers reserves the right to terminate the agreement for any reason at any time with three months’ written notice. 

7. Intellectual property rights

7.1 The intellectual property rights including without limitation the copyright, trademarks, design rights, patents, inventions, data, know-how, ideas and goodwill in and to the Peer Pioneers Application and services (the “Intellectual Property Rights”) are owned by Peer Pioneers. 

7.2 Peer Pioneers grants to the client during the term of the agreement the non-exclusive license to use only the Intellectual Property Rights strictly necessary to use the Peer Pioneers Application and services.

7.3 You shall not grant any sub-licenses to use the Intellectual Property Rights.

7.4 The rights granted by Peer Pioneers to the Client shall not be assigned or transferred to any other party without the express, prior written consent of a director of Peer Pioneers.

7.5 You undertake not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software provided by Peer Pioneers.

7.5 The client grants to Peer Pioneers a royalty free irrevocable worldwide right and non-exclusive license to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display and sub license the materials and content supplied under this agreement and any other intellectual property rights necessary and/or desirable in the reasonable opinion of Peer Pioneers to advertise the client's goods and services for as long and as necessary to enable Peer Pioneers to perform its obligations under this agreement or to promote and market the services of Peer Pioneers.

7.6 The client shall indemnify Peer Pioneers against all claims, damages or losses suffered by Peer Pioneers as a result of any claim or action concerning infringement of intellectual property rights against Peer Pioneers in respect of the products or services supplied by the client and/or any intellectual property rights licensed or purported to be licensed by the client to Peer Pioneers in accordance with or in furtherance of the performance of this agreement.

7.7 You shall not use any of the Intellectual Property Rights for its own benefit beyond the scope of the license granted or disclose to any third party any information with respect to the Intellectual Property Rights without the express, prior written consent of a director of Peer Pioneers.

7.8 You shall use reasonable endeavours to prevent any violation of Peer Pioneers rights in any of the software licensed and shall promptly report to Peer Pioneers any such violation that comes to its attention. In particular, you shall:

ensure that each licensed user, before starting to use the Peer Pioneers Application, is made aware that the Intellectual Property Rights are proprietary to Peer Pioneers and that such rights may only be used in accordance with the licence set out in sub-clause 7.2;

implement suitable disciplinary procedures for employees who make unauthorised use or copies of the Peer Pioneers Intellectual Property Rights.

8. Confidential information

8.1 For the purpose of this agreement and these Terms, “Confidential Information” shall mean the details of commercial value of the Peer Pioneers Application and/or services including without limitation its software, data, know-how, operation, applications, ideas, concepts and methods whether protected or not by the intellectual property rights described in clause 7.1

8.2 The client, its directors, shareholders, partners, agents and representatives undertake that they shall at all times during the continuance of this agreement  and after its termination:

keep confidential all Confidential Information;

not disclose any Confidential Information to any other party;

not use any Confidential Information for any purpose other than as contemplated by this agreement;

not make any copies of, record in any way or part with possession of any Confidential Information; and

ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by the Client, would be a breach of the provisions of this clause.

8.3 Disclosure may be made only as required by law.  

8.4 The provisions of this clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this agreement for any reason.

9. Limitations on liability

9.1 Nothing in this clause 9 or the agreement is intended to exclude or restrict or shall be construed as excluding or restricting the liability for either death or personal injury.

9.2 Peer Pioneers shall not have any liability, to the maximum extent permitted by applicable law, for any losses including without limitation the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise) for any reason, including without limitation negligent misrepresentation: (a) loss of revenue; (b) loss of actual or anticipated profits (including for loss of profits on contracts); (c) loss of anticipated savings; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill; (g) loss of reputation; (h) loss of, damage to or corruption of data or software; (i) wasted expenditure; or (j) any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 9.2(a) to 9.2(i)).

9.3 Except as specified expressly in this clause 9, the limitations on and exclusions of liability for damages in this agreement apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, restitution or any other legal theory.

9.4 For the purpose of this clause 9, "liability/liabilities " means any and all claims, demands, actions, awards, compensation costs (including legal costs and disbursements), expenses, damages, losses, fines and other liabilities of whatsoever nature.

10. Limited warranty 

10.1 Peer Pioneers warrant: 

that the rights in and to the Peer Pioneers Application are proprietary to Peer Pioneers (except where otherwise stated) and that it has the right to license all rights in and to the Peer Pioneers Application. 

that the Supplier Software at the date of the agreement will perform in accordance for the purpose of the Peer Pioneers services 

10.2 The sole remedy for breach of the warranty under clause 10.1 ‎0 shall be correction of defects by Peer Pioneers within a reasonable time from notification by the Client of the defect that constitutes such breach.

10.3 The above warranties are in lieu of all other express or implied warranties or conditions including, but not limited to, implied warranties or conditions of merchantability and fitness for a particular purpose. Peer Pioneers specifically denies any implied or express representation that the software of the Peer Pioneers Application will be fit:

to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in writing by Peer Pioneers as being compatible with the Supplier Software; or

to operate uninterrupted or error-free; or

to have all program defects corrected.

10.4 Any unauthorised modifications, use or improper installation of the Peer Pioneers Application or software by you shall render all the Supplier's warranties and support obligations null and void.

11. General

11.1 This agreement and Terms shall be governed and construed by the laws of England whose courts shall have exclusive jurisdiction.

11.2 This agreement constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that it is not relying on any statements, warranties, undertakings or representations given or made by the other party regarding the subject-matter of this agreement, except for those expressly set out in this agreement. Nothing in this clause or elsewhere in this agreement shall exclude or restrict the liability of either party arising out of fraud.

11.3 Any notice or other information required or authorised by this agreement to be given by either party to the other may be hand delivered or sent by registered post, emailed or comparable means of communication to the other party at the address referred to on the first page of this agreement.

11.4 In the event any provision of this agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of this agreement will remain in full force and effect.

11.5 A person who is not a party to the agreement will not have any rights under or in connection with it by virtue of the contracts (rights of third parties) act 1999 or otherwise.

12. Data 

12.1 Peer Pioneers  will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the Personal Data under this Agreement, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. Taking into account costs of implementation, the nature, scope, context and purposes of Processing, and any potential risks to the rights and freedoms of natural persons, these measures include: (a) the encryption of Personal Data in transit and in backup files; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing of Personal Data. In assessing the appropriate level of security, Peer Pioneers shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing of Personal Data as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects and the risks that are presented by the Processing of Personal Data, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.

12.2 Company may gather statistical data, analytics, trends and other aggregated or otherwise de-identified data derived from Client and its Users’ use of the Service provided that such data does not allow Client Data to be separated from the aggregated data and identified as relating to Client or its Users (“Anonymized Data”), and Company may use this Anonymized Data to analyse and understand how the Service is used. For the avoidance of doubt, Anonymized Data does not include Client Data or any personal data.

12.3 Upon request by Client in any event within thirty (30) days of the date of termination or expiration of this Agreement, Company will make Clients Data available to Client for download CVS format and shall otherwise return Client Data to Client. 

12.4 Client agrees that, as of the Effective Date of this Agreement, Company’s primary processing operations and/or facilities for the Service are based in the Europe. To the extent that Client’s use of the Service requires transfer of personal data out of the EEA, the Parties agree that such transfer shall be made in compliance with an appropriate transfer mechanism providing adequate safeguards under EU Data Protection Laws, such as Standard Contractual Clauses or Privacy Shield. The Parties agree that, as long as Privacy Shield is recognized by the European Commission as a legitimate basis for the transfer of personal data to an entity located in the Europe. 

12.5 Company shall notify Client without undue delay, and in any event no later than 72 hours, upon Client becoming aware of a Personal Data Breach affecting Personal Data, providing Client with sufficient information to allow Client to meet its obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Company shall cooperate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of a Personal Data Breach