Subscription Terms and Conditions for Macro Hive Ltd (“Terms”)
Effective from 7 January 2020
These Terms and how they apply to you
What these terms cover. These are the terms and conditions on which we supply Products to you, whether these are Services or digital content (“Products”). The “Services” include the purchase of a video call, an in-depth research paper or an in-person meeting with one of our researchers.
Why you should read them. Please read these terms carefully before you subscribe to our Products. Your access to and use of the services or digital content is conditional on your acceptance and compliance with these Terms. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. Your particular attention is drawn to Clauses 16, 17 and 18 which limit our liability to you. If you think that there is a mistake in these terms or they require any changes, please contact us to discuss.
Are you a business customer od consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
You are an individual.
You are buying Products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
Provisions specific to consumers only are in ORANGE and those specific to businesses only are in BLUE.
If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your subscription. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Information about us and how to contact us
Who we are. We are Macro Hive Limited a company registered in England and Wales. Our company registration number is 12003121 and our registered office is at Chapps Farmhouse, Slaughterford Mill, Slaughterford, Chippenham, Wiltsire, SN14 8RJ. Our registered VAT number is [NUMBER].
How to contact us. You can contact us by writing to us at firstname.lastname@example.org.
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your subscription order.
“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Our contract with you
How we will accept your subscription order. Our acceptance of your subscription order will take place when we email you to accept it, and a contract will come into existence between you and us when you activate your account and can begin using it.
If we cannot accept your subscription order. If we are unable to accept your subscription order, we will inform you of this in writing and will not charge you for the Products. This might be because we are prevented from providing the service or content to you due to circumstances beyond our control such as unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements or because we have identified an error in the price or description of the Products.
Your subscription order number. We will assign a subscription number to your subscription order and tell you what it is when we accept your subscription order. It will help us if you can tell us the subscription number whenever you contact us about your subscription.
When you create an account with us, you must provide us with your email address, name, telephone number and date of birth.
You must ensure that the information that you provide to us is accurate, complete and current at all times. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account and therefore your access to the Services and Digital Content.
You may not use as a username to your account, the name of any other person or entity or a username that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorisation, or any other name that is otherwise offensive, derogatory, vulgar or obscene. You agree that we cannot be held liable for any loss or damage arising out of any breach of this clause.
You must inform us immediately of any changes to the information that you provided when registering and creating an account for use of the Products in order that we can communicate with you efficiently and effectively. You can do this by updating your account details.
When you set up your account to use the Products, you will need to create a password and ensure that it complies with our password security requirements as specified during the set up process.
You must keep this password confidential and are solely responsible for safeguarding the password and for any activities or actions under your password, whether your password is with our Services or a third party service.
You agree that you shall not disclose your password to any third party.
You must notify us immediately if you know or suspect any breach of security and/or unauthorised use of your account by contacting email@example.com and should log into your account and perform a password reset immediately.
If we suspect or have reason to suspect that there is likely to be a breach of your account security, we may require you to change your account password and we may temporality suspend your account.
Acceptable use of the Products
You agree that, unless permitted by these Terms or otherwise by law, you shall not in respect of the Services:
Rent, lease, sub-license, provide or otherwise make them available to any person;
Translate, merge, adapt, vary, alter or modify them nor permit them to be combined with, or become incorporated in, any other programs;
Interfere with any other person’s use or enjoyment of them;
Make, transmit or storing electronic copies of any materials protected by copyright without our prior written consent;
Use them to spread any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar or otherwise objectionable material or otherwise breaching any laws;
Otherwise breach guidelines as established from time to time by us relating to the use of chat rooms, forums, or other communications functionality offered by the Services;
Disassemble, de-compile, reverse engineer or create derivative works based on the Services nor attempt to undertake, enable, or encourage any similar acts;
Use them to advertise or otherwise promote any goods or services, except on any part of the Products that specifically provides a marketplace environment for and permits such activities;
Use them to transmit or otherwise share, or allow to be transmitted or otherwise share, any such material that encourages conduct that constitutes a criminal offence or otherwise breaches any applicable laws, regulations or code of practice, any viruses or other components with harmful or contaminating effects on the Services or any equipment connected to it.
Use any script or other automated process to interfere with or manipulate the Products or the results generated from your use of them;
“crawl”, “scrape” or otherwise seek to collect any data or information from the Products that may be accessed by or through use of them using any automated process (including but not limited to bots, scrapers and spiders);
Use any part of the content, data or materials comprised in such Products for commercial purposes without our prior written consent; and
Use the Products in any unlawful manner, for any unlawful purposes or in any manner that may otherwise violate these Terms.
The Products and any original content, intellectual property, features and functionality created by or licenced to us remains our exclusive property or that of our licensors who own all intellectual property rights. Your use of the Products grants you no rights to or interests in them.
The Products are protected by copyright, trade marks, data base rights and other such intellectual property rights. Except as required for your use of the Products or as otherwise permitted by law, you may not reproduce, modify, copy or distribute or use for commercial purposes any of the code, content or proprietary rights notices of the Services without our express written permission from the relevant rights holder.
Nothing in these Terms shall give you a right to use any of our trade names, trade marks, service marks, logos, domain names, or otherwise distinctive brand features.
Your rights to make changes
If you wish to make a change to your subscription please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Products or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Our rights to make changes
Minor changes to products. We may change the Products:
a) to reflect changes in relevent laws and regulatory requirements for example as a result of changes to financial services, editorial or consumer regulation; and
b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your access to our services or Digital Content.
More significant changes ti the Products and these terms. In addition, as we informed you in the description of the Products on our website, we may make changes to these terms or the Products, but if we do so we will notify you and (if they effect the main characteristics of the Products as advised in our pre-contract information) we will seek your express agreement. You may then contact us to end the contract before the changes take effect and receive a refund for any Products paid for but not received.
Updates to digital content. We will regularly update our digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
Providing the Products
When we will provide the products. During the subscription order process we will let you know when we have accepted your subscription order and your contract begins in accordance with clause 3.1. We will provide you with a user account and login details so that you can access the Products we will provide to you. If the Products are ongoing services or subscriptions, we will also tell you during the subscription order process when and how you can end the contract. We will supply the services and digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 10 or we end the contract by written notice to you as described in clause 12.
We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
What will happen if you do not give required information to us. We need certain information from you so that we can supply the Products to you and create your account, for example, your email address, name, telephone number and date of birth in accordance with clause 4.1 and this will have been stated in the description of the Products on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we will be unable to create your account in order to access the Products and a contract will never come into existence between us. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Products to:
a) deal with technical problems or make minor technical changes
b) update the Products to reflect changes in relevent laws and regulatory requirements;
c) make changes to the Products as requested by you or notified by us to you (see clause 8).
Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Products, unless the problem is urgent or an emergency. If we have to suspend the Products for longer than three consecutive days during your subscription or five days in any thirty day period we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for the Products if we suspend it, or tell you we are going to suspend it, in each case for a period of more than three consecutive days during your subscription or more than five days in a thirty day period and we will refund any sums you have paid in advance for the Products in respect of the period after you end the contract.
6 If you do not pay us for the Products when you are supposed to (see clause 15.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 15.7). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 15.6).
Your rights to end the contract
You can always end your contact with us. Your rights when you end the contract will depend on your subscription, whether there is anything wrong with the Products, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
a) If what you have bought is faulty or misdescribed you may have the leagal right to end the contract (or service re-performed or to get some or all of your money back), see clause 14 if you are a consumer;
b) If you want to end the contact because of something we have done or told you we are going to do, see clause 10.2;
c) If you are a consumer and have just changed your mind about the Products, see clause 10.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
d) In all other cases (if we are not at fault and you are not a consumer excersising your right to change your mind), see clause 10.7.
Ending the contact because of something we have done or going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:
a) we have told you about an upcoming change to the Products or these terms which you do not agree to (see clause 8.2);
b) we have tild you about an error in the price or description of the Product you have subscribed to and you do not wish to proceed;
c) there is a risk that supply of the Products may be significantly delayed because of event outside our control;
d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a perion more than three consecutive days in your subscription period or five days is a thirty day period; or
e) you have a legal right to end the contract because of something we have done wrong.
Exersising your right to change your mind if you are a consumer (Consumer Contacts Regulations 2013). If you are a consumer then for most Products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
a) digital content after yu have started a dowload or stream these; and
b) services, once these have been completed, even if the cancellation period is still running;
How long do consumers have to change their minds? If you are a consumer how long you have to change your mind is as follows:
a) Have you bought services (for example, booking a video call or meeting with a researcher)? If so, you have 14 days after the day we email you to confirm we accept your subscription order. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
b) Have you bought digital content for download or streaming (for example, a podcast or video content)? If so, you have 14 days after the day we email you to confirm we accept your subscription order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when subscription ordering, you will not have a right to change your mind.
Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 10.1), you can still end the contract before it is completed. A contract for digital content is completed when the content is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for Products which will not be provided to you. For example, if you tell us you want to end the contract on 4 February we will continue to supply the Products until 3 March. We will only charge you for supplying the Products up to 3 March and will refund any sums you have paid in advance for the supply of the Products after 3 March.
How to end the contract with us (including if you are a consumer who has changed their mind)
Tell us you want to end the contact. To end the contract with us, please let us know online by completing the contact form on our website or email us at firstname.lastname@example.org.
How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the Products by the method you used for payment. However, we may make deductions from the price, as described below.
When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind: a) Where the Product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, incomparison with the full coverage of the contact.
When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
a) your refund will be made within 14 days of your telling us you have changed your mind b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
Our rights to end the contract
We may end the contract if you break it. We may end the contract for Products at any time by writing to you if:
a) you do not make any payment to us when it is due and you still do not make paymennt within 14 days of us reminding you that payment is due;
You must compensate us if you break the contact. If we end the contract in the situations set out in clause 12.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract
We may withdraw the Products. We may write to you to let you know that we are going to stop providing the Products. We will let you know at least one month in advance of our stopping the supply of the Products and will refund any sums you have paid in advance for Products which will not be provided.
If there is a problemwith the Products
How to tell us about problems. If you have any questions or complaints about the Products, please contact us. You can write to us at email@example.com or Chapps Farmhouse, Slaughterford Mill, Slaughterford, Chippenham, Wiltsire, SN14 8RJ.
Your rights in respect of defective Products if you are a consumer
if you are a consumer we are under legal duty to supply Products that are in conformity with this contact. See the box below for a summary of your key legal rights in regulation to the Products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. If your Products is digital content, for example [a mobile phone app or a subscription to a magazine content website and newsletter/user comment/forum/ratings service], the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality: a) If your digital content is faulty, you’re entitled to a repair or a replacement. b) If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back c) If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation See also clause 8.3. If your Products is services, for example [newsletters, updated content, user forum and customer support services the Consumer Rights Act 2015 says: a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it. b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable. c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time. See also clause 10.2.
Price and payment
Where to find the price for the Products. The price of the Products (which includes VAT where applicable) will be the price indicated on the subscription order pages when you placed your subscription order. We take all reasonable care to ensure that the price of the Products advised to you is correct. However please see clause 15.3 for what happens if we discover an error in the price of the Products on your subscription order.
We will pass on changes in the rate of VAT. If the rate of VAT changes between your subscription order date and the date we supply the Products, we will adjust the rate of VAT that you pay where applicable, unless you have already paid for the Products in full before the change in the rate of VAT takes effect.
What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your subscription order so that, where the Products correct price at your subscription order date is less than our stated price at your subscription order date, we will charge the lower amount. If the Products correct price at your subscription order date is higher than the price stated to you, we will contact you for your instructions before we accept your subscription order. If we accept and process your subscription order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, and you refuse to pay the price difference which we notify to you, if you have paid too little, we may end the contract and refund you any sums you have paid.
When you must pay and how you must pay. Please refer to our website for our payment options and terms which are available before you place your subscription order online. When you must pay depends on what Products you are buying:
a) For digital content, you must pay for the Products before you can download them.
b) For services, you must pay in advance either online by card or monthly by direct debit.
Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
Our responsibility for loss or damage suffered by you if you are a business or consumer:
We do not make any specific warranties or guarantees in relation to the accuracy of the Digital Content or Services.
The Services do not include any consultancy or research services which are made subject to a separate agreement.
We are NOT authorised by the Financial Conduct Authority to promote any specific financial products or give any financial advice whatsoever and we do not seek to do so. We accept no liability whatsoever for the financial arrangements or transactions which customers enter into on their own account and at their own risk. You as the customer acknowledge that we are not making any recommendations, endorsements, representations, arrangements or giving any advice to enter into such financial arrangements or purchase any financial products in any way whatsoever and you do not rely on our Products or Services for this. Appropriate independent advice should be obtained before making any such decision, such as from a qualified financial adviser. Any information you receive via macrohive.com may have stopped being current by the time it reaches you and any price information may be rounded up or down and therefore may not be entirely accurate.
We cannot guarantee access to the Services where third party software or hardware prevents you from accessing it;
Any software is never totally free from bugs, glitches and security vulnerabilities. We do not warrant that use of Services shall be secure, uninterrupted or error free or that they shall meet your specific requirements, the Services are provided “as is” and “as available”; and
All third party data, products and services (including payment services, and events) you may access through the use of the Products are the sule responsibility of the person, company or organisation from which they originated. We are not responsible to you for them.
Our responsibility for loss or damage suffered by you as a consumer:
We are responsible to you for forseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products including the right to receive Products which are: as described and match information we provided to you and any free sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, where installed by us, correctly installed.
When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We are not liable for business losses. If you are a consumer we only supply the Products for to you for domestic and private use. If you use the Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.
Our responsibility for loss or damage suffered by you if you are a business
Nothing in these terms shal limit or exclude our liability for:
a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontactors (as aplicable)’
b) fraud or fraudulent misrepresentation;
c) breach of section 2of the Supply of Goods and Services Act 1982; or
d) any matter in respect of which it would be unlawful for us to exclude or restrict liablity.
Subject to clause 18.1:
a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss in profit, or any indirect or consequential loss arising under or in connection with any contact between us; and
b) our total liability to you for all other losses arising under or in connection with any contact between us, whether in contact, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sums paid by you for the Products or Services under these terms.
How we may use your personal information
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