Terms of Membership

Last Updated: September 2022

1. ABOUT THESE TERMS

1.1 The Lady Powerhouse provides platforms and resources for women in business to connect with one another, build communities, and grow businesses. Please read these Terms & Conditions of Participation (“Terms of Service”) carefully as they set out our rights and obligations in relation to any TLP Services you may order from time to time unless we expressly state different terms & conditions apply. By booking or participating in a TLP Service, you are deemed to have accepted these Terms of Service.

1.2 These Terms of Service govern the relationship between you, the party booking or participating in a TLP Service (the “Participant”, “your” or “you”) and us, The Lady Powerhouse Ltd, a company incorporated in England and Wales with company registration number 12653824 whose registered address is at 145 Whitbourne Avenue, Swindon, England, SN3 2LH (“TLP” or “we”). These Terms of Service form the basis of the Agreement between TLP and the Participant.

1.3 These Terms of Service apply to this Agreement to the exclusion of any other terms that the Participant may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.4 The capitalised words in these Terms of Service are defined within the Glossary section at the end of this Agreement. Please refer to the Glossary section for a comprehensive list of all defined terms within this Agreement and their meanings.

1.5 These Terms of Service are subject to change without prior notice, except that the Terms of Service in force at the time you place your order will govern the order in question. You can determine when we last changed these Terms of Service by referring to the ‘LAST UPDATED’ statement above.

2. ABOUT OUR AGREEMENT

2.1 Our Agreement is effective from the date we accept your order for a TLP Service and continues in effect until:

(a) TLP Community: either one of us ends your participation in the TLP Community under clause 13; or

(b) Other TLP Services: payment and expiry of the TLP Service ordered or early termination under clause 13 .

2.2 TLP may need to verify information you provide before it accepts your order and may cancel or limit your order any time after it has been placed. If payment has already been made and your order is cancelled or limited, TLP will refund any payment you made for the TLP Service that will not be delivered due to cancellation or limitation of an order.

3. TLP ELIGIBILITY

3.1 Participation in a TLP Service is limited to persons and entities who meet the criteria below. The Participant makes the following warranties:

(a) The Participant is either:

(i) a female in business (whether ideation stage, pre-revenue stage or post revenue stage) or industry; or

(ii) an entity controlled by a female (whether at ideation stage, pre-revenue stage or post revenue stage),

(b) The Participant (and applicable team members) is at least 18 years of age and has full mental and legal capacity to engage with TLP independently, and

(c) The Participant is acting in a business, trade, craft, or professional capacity in all its dealings with TLP, and not as a Consumer,

3.2 TLP may make reasonable adjustments to the above criteria from time to time and any such changes will be notified to existing and prospective Participants.

3.3 Notwithstanding satisfaction of the above criteria, TLP may reject, discontinue, or eject any Participant from any TLP Service where such participation would be illegal, unethical, harmful, or otherwise contrary to TLP’s vision, values, or interests as an organisation.

4. PARTICIPANT PERMISSIONS

4.1 TLP requires the following Participant permissions to provide the services. By engaging in TLP Services, Participants grant TLP the following permissions:

(a) Permission to use your online profile: TLP Community Participants are required to create and maintain an online profile via our website. The online profile showcases general information about the Participant such as profile name, pictures, brand information, skills and experience and contact details. By creating an online profile, Participants grant TLP a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, or display the online profile on its website including permission to promote the online profile on its websites and social media.

During the application process Participants are invited to provide information about themselves. Participants should not disclose any secretive or sensitive information in the public sections of the application form indicated by a globe icon. Information disclosed in the public sections of the application form will be made public on our website and potentially social media.

(b) Permission to advertise relevant products to you: Participants acknowledge that by subscribing to TLP services, TLP may advertise products to you that may interest you.

We do not sell your personal data to advertisers, and we do not share information that directly identifies you (such as your name, email address or other contact information) with advertisers unless you give us specific permission.

(c) Permission to update our software: If you download or use our software, you give us permission to download and install updates to the software where available.

5. ABOUT TLP SERVICES

5.1 TLP Services are designed to develop Participants’ business skills and may take the form of in person or virtual services including the Group Chat, community forums, social gatherings, networking sessions, seminars, functions, or resources hosted or facilitated by TLP (“TLP Service(s)”).

5.2 We will supply the TLP Service booked by the Participant with reasonable skill and care.

5.3 TLP shall not be subject to any fitness for purpose obligation or performance guarantee under this Agreement and shall have no liability in connection with any fitness for purpose obligation or performance guarantee. TLP does not guarantee that participation in any TLP Service shall boost the Participant’s brand or revenue.

5.4 Participants may meet new contacts at TLP Services. Although TLP will carry out basic due diligence to establish the authenticity of Participants and suppliers, TLP cannot guarantee the identity, character, skill or experience of any participant or supplier introduced by it. Participants should carry out their own due diligence before engaging with new contacts outside TLP Services.

5.5 Participants and suppliers shall share opinion and content at TLP Services. The opinion and content of Participants and suppliers shared at TLP Services are not necessarily the opinion or endorsements of TLP and TLP cannot guarantee the accuracy, completeness, quality or skill of any third-party or goods or services shared or promoted at TLP Services. Participants should carry out their own due diligence before relying on any content shared at TLP Services.

5.6 TLP may change the scope or format of any TLP Services advertised from time to time for safety, quality assurance, or legal compliance purposes. TLP will notify you if we need to take this course of action.

5.7 TLP may suspend, cancel, or eject Participants from any TLP Service at any time where such participation would be illegal, unethical, harmful, or otherwise contrary to TLP’s values or interests as an organisation.

6. ABOUT TLP COMMUNITY

6.1 The provisions of this clause 6 applies to TLP Community Participants only.

6.2 The main feature of the TLP Community is the interactive group chat hosted on WhatsApp (“Group Chat”). The vision of the Group Chat is to provide a forum for women in business and industry to connect, support, and grow business ventures via interaction with like-minded women.

6.3 TLP Community membership is subject to a subscription fee determined by TLP.

6.4 By engaging in the Group Chat, Participants:

(a) grant TLP and fellow Participants an irrevocable, non-exclusive, royalty-free license to view and use the content shared on the Group Chat for business development purposes only,

(b) are solely responsible and liable for any comments or content shared on the Group Chat, and

Examples of conduct prohibited under the TLP Community Rules include, but are not limited to the following:

(i) the making of any false, misleading, or disparaging statements about TLP, fellow participants or suppliers,

(ii) any unauthorised use of the name, logo, trade mark or copyrighted material of TLP or third parties,

(iii) spamming the Group Chat or any Participants. “Spamming” is the abuse of electronic messaging systems to indiscriminately send unsolicited irrelevant bulk messages to the recipients, and

(iv) any violation of any applicable laws, codes, or regulations.

6.5 Breach of any of the above may result in the immediate cancellation of a Participant’s subscription.

6.6 TLP does not control content shared on the Group Chat so it cannot guarantee the accuracy, integrity or quality of content shared. Participant bear all risks associated with the use of any content shared on the Group Chat including any reliance on the accuracy, completeness, or usefulness of such content. Under no circumstances shall TLP be responsible or liable in any manner whatsoever for any loss or damage caused by third party content.

6.7 By using the Group Chat, Participants may be exposed to content that they may find offensive, indecent, or objectionable. Although TLP will use reasonable endeavours to screen the Group Chat for compliance with TLP Community Rules, TLP will not be responsible or liable in any way whatsoever for any distress, loss or damage caused by third party content shared on the Group Chat.

6.8 The views and content of Participants shared on the Group Chat are not necessarily the opinion of TLP nor does TLP endorse any such content. TLP will use reasonable endeavours to monitor the Group Chat for TLP Community Rules compliance, however, Participants accept that they may come across material they consider inaccurate or inappropriate from time to time. Should this occur Participants are encouraged to report such violation to a TLP coordinator as soon as possible.

6.9 TLP has the right, in its sole discretion and without further notice, to monitor, censor, or remove any post that violates these Terms of Service.

7. GENERAL OBLIGATIONS

7.1 In consideration for participation in a TLP Service, the Participant shall:

(a) participate in TLP Services in a lawful and ethical manner and always conduct itself in a collaborative and professional manner,

(b) comply with the TLP Community Rules in force from time to time and any other applicable terms and policies,

(d) grant TLP the permissions set out in clause 4,

(e) treat other Participants, TLP personnel and partners, including those involved in the facilitation of the TLP Services, with respect and courtesy; and

(f) refrain from doing anything that may infringe a third party’s rights, including their intellectual property rights, unless an exception or limitation applies under applicable law,

7.2 Participants must obtain and maintain all applicable consents, licences and permissions (statutory, regulatory, contractual or otherwise) necessary to carry out their business and to participate in TLP Services.

8. FEES & PAYMENT

8.1 The Participant shall pay the fees applicable to the TLP Service booked from time to time (if any). The fee shall be the one advertised by TLP during the booking process. TLP fees shall be payable in accordance with the terms of this clause 8 unless stated otherwise during the booking process.

8.2 TLP Community: TLP Community Participants may pay the subscription fee annually or monthly as selected during the order process. The annual subscription fee is payable as a one-off advance payment for the entire minimum subscription period advertised by TLP. The monthly subscription fee is payable monthly in advance for the duration of the entire minimum subscription period advertised by TLP. TLP shall invoice the Participant at the relevant time and the Participant shall pay the invoice on receipt unless instructed otherwise by TLP.

8.3 Other TLP Services: Participants ordering other TLP Services shall pay the applicable fee for the service ordered (if any). The fee shall be the one advertised by TLP during the order process. The fee shall be paid upfront in advance unless instructed otherwise by TLP. The Participant shall pay the TLP invoice on receipt unless stated otherwise.

8.4 All monies payable under this Agreement may be subject to VAT at the rate in force at the time the relevant payment is due to TLP.

8.5 If the Participant fails to make any payment due to TLP under this Agreement by the due date, then, without limiting any other rights and remedies available to TLP, we may:

(a) suspend or cancel access to your TLP Service under clause 13; and

(b) charge you interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this sub-clause will accrue daily at a rate of 4% per annum above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9. NON-COMPETITION

9.1 To protect our business, TLP Community Participants shall not, directly, or indirectly, during the TLP Community subscription and for a period of six months afterwards:

(a) establish or operate a business or organisation like or in competition with the TLP Community in the United Kingdom,

(b) solicit or entice away from TLP any existing personnel with a view to engaging them in the provision of services in competition with TLP, or

(c) solicit or entice away from TLP any existing TLP Community Participant with a view to providing them with services in competition with TLP.

9.2 None of the restrictions in clause 9.1 shall prevent Participants from holding an investment by way of minority shares or other securities of any company, whether or not it is listed or dealt in on a recognised stock exchange.

9.3 Each of the restrictions in this clause 9 is intended to be separate and severable. If any of the restrictions are held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with a TLP Service (other than the Participant’s pre-existing Intellectual Property Rights) shall be owned by TLP.

10.2 TLP may record, store, and publish a TLP Service for record keeping and marketing purposes. Recordings may include footage, photos, and voice recordings of Participants. By attending TLP Services, Participants grant TLP an irrevocable, worldwide, non-exclusive, royalty license to use their intellectual property rights to operate and market the TLP business.

11. YOUR LIABILITY

Participants shall indemnify TLP and its affiliate against any claims, liabilities, demands, proceedings, losses, damages, costs or expenses sustained, incurred or payable by TLP or its affiliates as a result of any act or omission by or on behalf of a Participant under this Agreement.

12. OUR LIABILITY

12.1 Introductions: Participants may meet new contacts at TLP Services. Although TLP will carry out basic due diligence to establish the authenticity of participants and suppliers, TLP cannot guarantee the identity, character, skill or experience of any participant or supplier introduced by it. Participants must therefore carry out their own due diligence before engaging with new contacts outside TLP Services. TLP shall have no liability whatsoever for any loss or damage suffered by a Participant because of a third party introduced or promoted by it.

12.2 Content: The opinion and content of participants and suppliers shared during TLP Services are not necessarily the opinion or endorsements of TLP and TLP cannot guarantee the accuracy, completeness, quality or skill of any third-party statement or content or goods or services shared or promoted during TLP Services (beyond our duty to carry out basic due diligence). TLP shall have no liability whatsoever for any loss or damage caused by a third-party statement, content, goods or services shared or introduced at TLP Services.

12.3 Maximum liability: Except where our liability is excluded, TLP's total liability (including legal costs and interest) under this Agreement, whether in contract or in tort, in negligence, or for breach of statutory duty or otherwise, shall be limited to the sum of £100 (one hundred pounds).

12.4 Categories of liability: Notwithstanding any other provision of this Agreement, TLP shall not be liable under or in relation to this Agreement (in contract, tort (including negligence) or otherwise) for any loss or damage to reputation or goodwill, loss of business, loss of revenue, loss of opportunity, loss of savings, loss of profit, loss of time or any indirect or consequential loss, howsoever incurred.

12.5 Liability period: No action or proceeding shall be commenced against TLP after the expiry of a period of 2 years from the cause of action under this Agreement.

12.6 Nothing in these Terms of Service is intended to exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence, or to affect your statutory rights.

12.7 This clause 12 shall survive termination of the Agreement.

13. SUSPENSION AND TERMINATION OF TLP SERVICES

13.1 TLP suspension and cancellation rights:

(a) No fault: We may suspend or cancel your order at any time by providing you with reasonable advance notice of our intention to do so. In the case of the TLP Community, we shall provide Participants with no less than 48 hours advance notice of a suspension and 14 days advance notice of a cancellation.

When notifying you of a suspension, we shall provide you with an indicative duration of such suspension and notify you when your order is restored, if applicable.

We will refund or forfeit, on a pro-rata basis, any aspect of our fees applicable to the suspended or cancelled aspect of the order.

(b) Fault based: Without affecting any other right or remedy available to TLP, we may suspend or cancel any TLP order with immediate effect if the Participant commits a material breach of any provision of this Agreement. We will notify the Participant via email if their order has been suspended or cancelled.

Examples of material breach include, but are not limited, to the following:

(i) non-compliance with any aspect of the TLP Community Rules,

(ii) failure to pay any TLP fees when due despite reminders, or

(iii) a failure to comply with the Participant warranties at clauses 3 and 4 of this Agreement,

When notifying you of a suspension, we shall provide you with an indicative duration of such suspension and notify you when your order is restored, if applicable.

TLP shall be under no obligation to refund or forfeit any aspect of fees collected or due from the Participant where the order is suspended or cancelled due to the Participant’s default.

13.2 Participant cancellation rights:

A Participant may cancel a TLP order by providing TLP with one calendar month’s advance written notice of its intention to do so (unless stated otherwise during the booking process). The cancelled order shall come to an end when the current billing period ends. TLP will refund or forfeit any aspect of the fees, on a pro-rata basis, applicable to the cancelled order provided the minimum notice period is provided.

13.3 Cancellation or expiry of a TLP Service under this Agreement shall not affect any of the parties’ rights, obligations or liabilities accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

13.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

14. PRIVACY POLICY

TLP will only use your personal information as set out in our Privacy Policy available from our website www.theladypowerhouse.co.uk

15. CONFIDENTIALITY

Participants agree that they shall not at any time during this Agreement, and for a period of one year afterwards, use, exploit or disclose to a third party any secretive or sensitive information about TLP or other participants on the TLP Services including information about the business affairs and personal affairs of TLP and other participants (“Confidential Information”) except where necessary to discharge obligations under this Agreement or as required by law.

16. FORCE MAJEURE

TLP shall not be in breach of this Agreement or liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control and the time for performance of such obligations shall be extended accordingly. No force majeure shall limit the Participant’s payment obligations under this Agreement.

17. NOTICES

Any notice or other communication given to a party under this Agreement shall be delivered by email to the email address specified by the parties (for the Participant, the email address specified in the order form and for TLP the email address specified on its website). Any notice or communication sent by email shall be deemed delivered at the time of transmission, or, if this time falls outside business hours when business hours resume. Business hours mean 9.00am to 5.00pm Monday to Friday other than bank holidays in England.

18. FEEDBACK & SUGGESTIONS

TLP encourages and appreciates your feedback about our products and services. By submitting your feedback to TLP, you authorise us to use such feedback without restriction and you acknowledge that TLP is under no obligation to compensate you for any such feedback shared. You also acknowledge that we are under no obligation to keep your feedback confidential.

19. GENERAL

19.1 Assignment and other dealings. The Participant shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of TLP.

19.2 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

19.3 Variation. No variation of this Agreement shall be effective unless it is in writing (or their authorised representatives).

19.4 Waiver. A failure or delay by TLP to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

19.5 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

19.6 Third-party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 as amended from time to time to enforce any term of this Agreement.

19.7 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

19.8 Jurisdiction. Each party irrevocably agrees 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 this Agreement or its subject matter or formation.

20. GLOSSARY

TERM

Agreement

Consumer

Group Chat

Intellectual Property Rights

Participant

TLP

TLP Community

TLP Community Rules

TLP Service(s)

DEFINITION

means this agreement between TLP and the Participant for the supply of TLP Services in

accordance with these Terms of Service

has the definition ascribed to it in the Consumer Rights Act 2015 as amended from time to

time

has the definition ascribed to it in clause 6.2

means any patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, which subsist now or in the future in any part of the world

has the definition ascribed to it in clause 1.2

has the definition ascribed to it under clause 1.2

has the definition ascribed to it in clause 1.2

means the business Network of women in business and industry hosted by TLP under these

means TLP’s code of conduct in force from time to time to govern Participants’ conduct and

which is available at request

has the definition ascribed to it in clause 5.1.

Last Updated: September 2022

THE LADY POWERHOUSE CIC

Terms of Membership