Website terms and conditions of use IR35 Navigator Limited

1. About our Terms

1.1 These Terms explain how You may use this Website (the “Site”).

1.2 References in these Terms to the Site includes any website hosted on the primary domain IR35Navigator.com nnnn and all associated subdomains.

1.3 You should read these Terms carefully before using the Site.

1.4 By accessing or using the Site or otherwise indicating Your consent, You agree to be bound by these Terms and the documents referred to in them, whether or not You chose to register with the Site.

1.5 If You do not agree with or accept any of these Terms, You should stop using the Site immediately.

1.6 These Terms, together with our Privacy Policy, and any documents or terms referred to in it apply to the entire contents of this Site and to any correspondence by e-mail between Us and You.

1.7 If You have any questions about the Site, please contact Us by e-mail hello@IR35navigator.com, or by telephone 020 3468 0008, Monday to Friday (excluding public holidays) from 9 am to 5 pm.

2. Definitions and Interpretation

Acceptable Use: means the permitted use of the Site as further described in Clause 11;

Content: means any works, materials, text, graphics, scripts, images, video, audio or other multimedia content, software or other information or material submitted to Us or on the Site;

Site: means IR35navigator.com and any subdomain e.g. www.IR35Navigator.com, portal.IR35Navigator.com, etc.;

Terms: means these terms and conditions of use as updated from time to time;

Unwanted Submission: has the meaning given to it in Clause 7;

We/Us/Our: means IR35 Navigator Limited, a private limited company registered in England and Wales under company number 12923206, with VAT registration number 361454994 and registered office located at 40 Queen Street, London EC4R 1DD (and Us or Our shall have the same meaning); references to We, Our and Us in these Terms also includes our group companies from time to time; and

You/Your: means the person accessing or using the Site or its Content (and Your shall have the same meaning).

2.1 References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force from time to time, and any subordinate legislation made from time to time under the relevant statute or statutory provision.

2.2 References to “persons” include natural persons, firms, partnerships, companies, corporations, association and organisations.

2.3 Use of any gender includes the other genders.

2.4 Words in the singular include the plural and words in the plural include the singular.

2.5 Any reference to “writing” or any cognate expression includes communications by post and email but not facsimile or text messages.

2.6 Clause headings do not affect the interpretation of these Terms.

2.7 Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

3. Using the Site

3.1 The Site is for Your personal or business use only for the purpose of accessing services (“Services”) provided by Us. You may access some areas of our Site without registering Your details with Us. However, certain areas of Our Site may only be open to You if You register.

3.2 You are responsible for ensuring that all persons who access our Site through Your internet connection are aware of these Terms and our Privacy Policy and that they comply with them.

3.3 Unless specified otherwise, the materials on this Site are directly solely at those who access the Site from within the United Kingdom (“UK”). We make no representation that any services referred to on this Site are available in other locations or languages. If You choose to access our Site from locations outside the UK, You are responsible for ensuring compliance with local laws if and to the extent that they are applicable.

3.4 You agree that You are solely responsible for:

3.4.1 all costs and expenses You may incur in relation to Your Use of the Site; and

3.4.2 keeping Your password and other account details confidential.

3.5 We seek to make the Site as accessible as possible. If You have any difficulties using the Site, please contact Us at hello@IR35Navigator.com.

3.6 As a condition of Your use of the Site, You agree to comply with our Acceptable Use obligations as set out in Clause 11 and our online terms and conditions for the supply of services, where applicable.

3.7 We may prevent or suspend Your access to the Site if You do not comply with any part of these Terms, any terms or policies to which they refer, or any applicable law.

4. Your privacy and personal information

4.1 Your privacy and personal information are important to Us. Any personal information that You provide to Us will be dealt with in line with our privacy policy, which explains what personal information We collect from You, how and why We collect, store, use and share such information, Your rights in relation to Your personal information and how to contact Us and supervisory authorities in the event You have a query or complaint about the use of Your personal information.

4.2 Our privacy policy is available at www.IR35Navigator.com.

5. Ownership, use, license and intellectual property rights

5.1 The Site and all intellectual property rights in it including but not limited to any Content are owned by Us, our
licensors or both (as applicable). Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We and our licensors reserve all of our and their rights in any intellectual property in connection with these Terms. This means, for example, that We and they remain owners of them and free to use them as We and they see fit.

5.2 Nothing in these Terms grants You any legal rights in the Site other than as necessary to enable You to access the Site. You agree not to adjust to try to circumvent or delete any notices contained on the Site (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Site.

5.3 You acknowledge that our Site may contain third party materials. You may not copy, reproduce, modify, create derivative works from, distribute or publicly display any such third party content from the Site within the prior written permission of Us and the appropriate third party.

5.4 Subject always to Clause 5.6 and 5.7, You are permitted to print and download extracts from this Site for your own personal or business use on the basis that no documents or graphics on this Site are modified in any way or are used separately from the accompanying text and our copyright and this permission notice must appear in all copies.

5.5 No part of this Site may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without prior written permission.

5.6 Any rights not expressly granted in these Terms are reserved by us.

5.7 You must not use this Site for commercial gain which includes but is not limited to, copying, reproducing, distributing, publishing, transferring, licensing, selling or duplicating all or any element of Our Site.

6. Software

6.1 Software may be made available for You to download in order to help the Site work better. You may only use such software if You agree to be bound by the terms and conditions that apply to such software (this is sometimes known as an ‘end user licence agreement’ or ‘EULA’). You will be made aware of any terms and conditions that apply to the software when You try to download it. If You do not accept such terms and conditions, You will not be allowed to download the software. You should read any terms and conditions carefully to protect Your own interests (they may contain provisions that set out what Your legal rights are under, eg, the Consumer Rights Act 2015, what Your legal responsibilities are when Using software, what the software provider’s legal responsibilities are, and provisions that limit a software provider’s legal responsibilities to You).

6.2 Using the software in an unlawful way (such as reproducing or redistributing it in a way that breaches these Terms and any others that apply to it) is expressly prohibited and may result in civil and criminal penalties.

7. Submitting information to the Site

7.1 While We try to make sure that the Site is secure, We cannot guarantee the security of any information that You supply to Us and therefore We cannot guarantee that it will be kept confidential. For that reason, You should not let Us have any patentable ideas or patent applications, advertising or marketing suggestions, prototypes, or any other information that You regard as confidential, commercially sensitive or valuable (“Unwanted Submissions”). While We value Your feedback, You agree not to submit any Unwanted Submissions.

7.2 We may use any Unwanted Submissions as We see reasonably fit on a free-of-charge basis (bear in mind that We have no way of knowing whether such information is confidential, commercially sensitive or valuable because We do not monitor the Site to check for these matters). Therefore, We will not be legally responsible for keeping any Unwanted Submissions confidential nor will We be legally responsible to You or anybody else for any use of such Unwanted Submissions.

8. Accuracy of information and availability of the Site

8.1 While We try to make sure that the Site is accurate, up-to-date and free from bugs, We cannot promise that it will be. Furthermore, We cannot promise that the Site will be fit or suitable for any purpose. Any reliance that You may place on the information on the Site is at Your own risk.

8.2 We may suspend or terminate operation of the Site at any time as We see fit.

8.3 Content is provided for Your general information purposes only and to inform You about Us and our products and news, features, services and other websites that may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.

8.4 While We try to make sure that the Site is available for Your use, We do not promise that the Site is available at all times nor do We promise the uninterrupted use by You of the Site.

8.5 We may make changes to the material on or described in this Site at any time without notice.

8.6 The material on this Site is provided “as is” and, to the maximum extent permitted by law, We hereby exclude any conditions, warranties, representations or guarantees which would be implied in relation to this Site.

8.7 All information which is contained in the blog or news section of the Site does not represent our views but those of the named authors only.

8.8 The material on the Site may be out of date and We make no commitment to update such material.

9. Hyperlinks and third party sites

9.1 While We try to make sure that the Site is accurate, up-to-date and free from bugs, We cannot promise that it The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for Your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that We endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party website.

10. Limitation on our liability

10.1 Nothing in these Terms shall exclude or limit Our liability for death or personal injury caused by our negligence, fraudulent misrepresentation or any liability which cannot be excluded or limited under applicable law.

10.2 Subject to Clause 10.1, We are not legally responsible for any:

10.2.1 losses that were not foreseeable to You and Us when these Terms were formed; or that were not caused by any breach on our part;

10.2.2 indirect losses, consequential losses, business losses, loss of or damage to profits, income revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;

10.2.3 losses or corruption of data, database or software; or

10.2.4 losses arising out of any event or evens beyond our reasonable control.

10.3 Subject to Clause 10.1, to the extent that our Site and the information on the Site are provided free of charge, we will not be liable for any loss or damage of any nature.

10.4 You accept that We have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; You agree that you will not bring any claim personally against our officers or employees in respect of any losses You suffer in connection with the Site or these Terms (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

10.5 You agree to indemnify Us and keep Us fully indemnified against all losses, costs, actions, proceedings, claims, damages, expenses or liabilities arising from you use or misuse by You of this Site and/or your breach of these Terms.

11. Acceptable Use

11.1 You must not:

11.1.1 use our Site in any way or take any action that causes, or may cause, damage to the Site or impairment of the performance, availability or accessibility of the Site;

11.1.2 use our Site in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

11.1.3 use our Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

11.1.4 conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Site without our express written consent;

11.1.5 access or otherwise interact with our Site Using any robot, spider or other automated means, except for the purpose of (search engine indexing);

11.1.6 violate the directives set out in the robots.txt file for our Site;

11.1.7 use data collected from our Website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing);

11.1.8 use data collected from our Site to contact individuals, companies or other persons or entities;

11.1.9 use this Site in any way which is unlawful, offensive, defamatory or discriminatory or which is intended to deceive other users or promote any illegal activity;

11.1.10 use the Site to transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of solicitation (spam); or

11.1.11 use the Site to carry our any hacking or similar activity in relation to the Site and You agree to indemnify Us against any loss or damage that may be suffered as a result of Your breach of this Clause 11.1.

11.2 You must ensure that all the information You supply to Us through our Site, or in relation to Our Site, is true, accurate, current, complete and non-misleading;

11.3 You must assist Us with any enquiries relating to any Your Content submitted to Us or the Services provided by Us to You and you agree to deal with any enquiries from Us promptly;

11.4 You must notify us promptly in the event of a potential or actual claim related to Your Content or the Services provided by Us to You and You agree to indemnify us with respect to any losses sustained by Us as a result of Your breach of this Clause 11.4;

11.5 You must Use this Site in the manner and for the purpose We intend (as communicated by any specific legal notices or terms located on particular pages of our Site (“Intended Purposes”). We reserve the right to vary the Intended Purpose at any time by making changes to such legal notices or terms.

11.6 You must keep passwords, PIN codes or any other form of access code confidential and not share with other persons. If You suspect Your password has been discovered by a third party You must contact Us immediately.

11.7 You must not take any action that imposes or may in Our opinion impose an unreasonable or disproportionately arge load on our infrastructure, interfere or attempt to interfere with the proper working of the Site and You must not bypass any measures We may use to prevent or restrict access to the Site.

12. Content submitted to Us

12.1 You grant to Us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute Your Content in any existing or future media.

12.2 You grant to Us the right to sub-license the rights licensed under Clause 12.1.

12.3 You grant to Us the right to bring an action for infringement of the rights licensed under Clause 12.1.

12.4 You hereby waive all Your moral rights in Your Content to the maximum extent permitted by applicable law and You warrant and represent that all other moral rights in Your Content have been waived to the maximum extent permitted by applicable law.

12.5 You may edit Your Content to the extent permitted using the editing functionality made available on our Site.

12.6 You warrant and represent that Your Content will comply with these Terms.

12.7 Your Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

12.8 Your Content, and the use of Your Content by Us in accordance with these Terms, must not:

12.8.1 be libellous or maliciously false;

12.8.2 be obscene or indecent;

12.8.3 infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;

12.8.4 infringe any right of confidence, right of privacy or right under data protection legislation;

12.8.5 constitute negligent advice or contain any negligent statement;

12.8.6 constitute an incitement to commit a crime;

12.8.7 be in contempt of any court, or in breach of any court order;

12.8.8 be in breach of racial or religious hatred or discrimination legislation;

12.8.9 be blasphemous;

12.8.10 be in breach of official secrets legislation;

12.8.11 be in breach of any contractual obligation owed to any person;

12.8.12 depict violence;

12.8.13 be pornographic, lewd, suggestive or sexually explicit;

12.8.14 be untrue, false, inaccurate or misleading;

12.8.15 consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

12.8.16 be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

12.8.17 cause annoyance, inconvenience or needless anxiety to any person and You agree to indemnify Us against any loss or damage that may be suffered as a result of Your breach of this Clause 12.8.

12.9 Without prejudice to our other rights under these Terms if You breach any provision of these Terms in any way, or if We reasonably suspect that You have breached these Terms in any way, We may delete, unpublish or edit any or all of Your content.

12.10 Other than information that can be used to identify You (which is covered in our Privacy Policy) any materials or articles You transit will be considered non-confidential and non-proprietary. We shall have no obligation in relation to such material or articles and Our employees, agents and sub-contractors shall be free to copy, disclose, distribute, incorporate and otherwise use such material and articles and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

13. Events beyond our control

13.1 We shall have no liability to You for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes, pandemic, breakdown of systems or network access, or flood, fire, explosion or accident.

14. Rights of third parties

14.1 No one other than a party to these Terms has any right to enforce any of these Terms.

15. Variation

15.1 No changes to these Terms are valid or have any effect unless agreed by Us in writing or made in accordance with this clause 15. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Site and by continuing to use and access the Site following such changes, You agree to be bound by any variation made by Us. It is Your responsibility to check these Terms from time to time to verify such
variations.

16. Governing Law

16.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter will be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction over any dispute or claim that arises out of or in connection with these Terms or their subject matter.

Last Updated 01.10.2020