Terms and Conditions
The Membership Agreement set out below describes the terms and conditions which you accept by using our Website or our Services. If you do not agree to be bound by the Membership Agreement you may not use or access our Services.
In this Membership Agreement:
"Account" means the account associated with your email address.
"Advisor" means a Member that offers and provides services or identifies as an Advisor through the Website. A Member may not be both a Business Owner and an Advisor under this agreement.
“Advisor Services" means all services provided by an Advisor.
"Business Owner" means a Member that purchases advisory services from Advisors or identifies an Advisor through the Website. A Member may only be a Business Owner or an Advisor under this agreement but not both.
"Advisory Contract" means a contract under which a Business Owner agrees to purchase and an Advisor agrees to deliver Advisor Services .
"GHM ", "we", "our", "Company" or "the Company" or "us" means Grey Hair Matters Limited (registered in England No. 11132123)
"GHM Services" or "our Services" means all services provided by us to you.
"GHM Verified" Members that have been satisfactorily verified under our Know Your Customer and Identity Verification Policy.
"Dormant Account" means a Member Account that has not been logged into for a 12 month period, or other period determined by us from time to time.
"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide and the subject matter of such rights.
"Member", "you" or "your" means an individual , company, corporation , trust , partnership or non-individual corporate entity that visits or uses the Website and has been granted Membership of GHM.
"Member Contract" means: (1) this Membership Agreement; (2) any other contractual provisions accepted by both the Advisor and Business Owner uploaded to the Website, to the extent not inconsistent with this Membership Agreement; (3) the Project terms as awarded and accepted on the Website, to the extent not inconsistent with this Membership Agreement and; (4) any other material incorporated by reference from time to time.
"Milestone Payment" means a payment made by the Business Owner for the provision of Advisor Services under a Member Contract and which will be released in accordance with the section "Milestone Payments" of these terms and conditions.
"Project" means a job offered or awarded by a Business Owner via the Website, which may include a Project listed by a Business Owner, a Project awarded by a Business Owner and a service bought by a Business Owner from an Advisor.
"Website" means the Website operated by GHM and available at: Grey Hair Matters.co.uk and any of its other domains or properties, and any related GHM service.
1. General
By accessing the Website, you agree to the following terms with GHM.
We may amend this Membership Agreement and any linked information from time to time by posting amended terms on the Website, without notice to you.
The Website is an online venue where Business Owners buy and Advisors sell Advisory Services. Business Owners and Advisors must apply for and be granted membership of GHM in order to buy or sell Advisory services. The Website enables Business Owners and Advisors to work together online to complete and pay for Projects. We are not a party to any contractual agreements between Business Owners and Advisors in the online venue, we merely facilitate connections between the parties.
GHM connects Business Owners with Advisors, enabling them to interact with one another. We allow Advisors to create profiles on the Website which can be viewed by Business Owners. We allow Business Owners to create profiles on the Website which can be viewed by Advisors.
GHM does not provide employment services. GHM does not employ Advisors. We do not seek to find employment for Advisors. We do not interview Advisors except where clearly stated on the Advisor’s profile. We do not edit profiles.
Becoming a GHM Member is free. There is no charge for a Business Owner to post a project or to review Advisors’ profiles, or for Advisors to review posted projects
We may, from time to time, and without notice, change or add to the Website or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if any error occurs in the information on the Website or if that information is not current.
2. Advisory Services
Upon the Business Owner awarding a Project to an Advisor, and an Advisor's acceptance of the Project on the Website the Business Owner and Advisor will be deemed to have entered into a binding Advisory Contract under which the Business Owner agrees to purchase, and the Advisor agrees to deliver the Advisory Services. GHM will forthwith send to the Business Owner and the Advisor a Form of Agreement recording the terms of such Advisory Contract. Both parties will confirm their approval of the Form of Agreement through the Website. Should both parties require a signed contract, in addition to the Form of Agreement which they have approved through the Website, GHM will arrange for the Form of Agreement to be signed by each party electronically through DocHub or a similar service. A copy of this signed contract will be stored by GHM until completion of the Project. You agree not to enter into any contractual provisions in conflict with the Membership Agreement.
Should the Business Owner and the Advisor agree to amend the terms of the Advisory Contract prior to its completion both parties will advise GHM by email of the changes they have agreed. GHM will incorporate such changes in a revised Form of Agreement which will be sent to them by GHM. The parties will each confirm their approval of such revised Form of Agreement through the Website which will then supersede the original Form of Agreement. If requested to do so GHM will arrange for the revised Form of Agreement to be signed electronically and will be stored by GHM until completion of the Project.
All payments for Advisory Services will be made by Business Owners to Advisors through the Website. The timing and amount of payments by a Business Owner to an Advisor for Advisory Services , including Milestone Payments, will be as set out in the Form of Agreement between the parties. GHM will inform the Business Owner, following the approval of a Form of Agreement, of the amount and timing of the first payment due to an Advisor and the payment of the introductory fee to GHM. The Business Owner will pay the first payment due under the Form of Agreement plus the introductory fee to GHM before the Advisor starts work on the Project. The first payment could either be payment for the entire Project or a Milestone Payment in respect of a fixed price Project or a deposit to equal the Advisor’s hourly rate on an hourly Project. This first payment, and all subsequent payments, will be made through GHM’s payment platform, Stripe Inc., and will be held by Stripe Inc. until the payment is released to the Advisor, under instruction from GHM, in compliance with the Form of Agreement. Should a Form of Agreement be revised, as described above, the new payment details will be implemented by GHM.
3.United Kingdom Value Added Tax
Business Owners and Advisors may or may not be registered for United Kingdom Value Added Tax (“VAT”). The parties entering into a Form of Agreement must disclose in their profiles whether or not they are registered for VAT so that Business Owners are aware whether they will be charged VAT in the Advisory Services they receive. Should an Advisor, who is not VAT registered when a Form of Agreement is entered into, become registered for VAT prior to the completion of the Project then the VAT required to be charged by the Advisor must be absorbed by the Advisor unless the Business Owner agrees otherwise. For the avoidance of doubt the terms of an Advisory Contract cannot be altered by one party without the agreement of the other party to the Advisory Contract. Should the Business Owner and the Advisor together agree to change the terms of the Advisory Contract in the light of the change in the Advisor’s VAT registration status they will advise GHM by email of the changes they require and GHM will circulate a revised Form of Agreement for approval by the parties as described in section 2 above. GHM will implement any new payment details following such approval.
4. Obligations to other Members
You are solely responsible for ensuring that you comply with your obligations to other Members. If you do not, you may become liable to that Member.
If another Member breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under an Advisory Contract.
Advisors and Business Owners may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this Agreement is intended to override a right that by applicable law may not be excluded.
Each Member acknowledges and agrees that the relationship between a Business Owner and an Advisor is that of an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between Members. Nothing in this Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between GHM and any Member.
5. Acceptance of Terms
Before using the Website, you must read the whole Membership Agreement, the Website policies and all linked information.
You must read and accept all of the terms in, and linked to, this Membership Agreement, the GHM Privacy Policy and all Website policies. By accepting this Membership Agreement as you access our Website, you agree that this Membership Agreement will apply whenever you use the Website, or when you use the tools we make available to interact with the Website.
6. Ability to use the Website
You will not use the Website if you:
are not able to form legally binding contracts;
are under the age of 18;
a person barred from receiving and rendering services under the laws of the United Kingdom or other applicable jurisdiction;
are suspended from using the Website; or
do not hold a valid email address.
An individual who is either a Business Owner or an Advisor may become a Member. A company, corporation, trust, partnership or other non-individual corporate entity may become a Member but only if that entity is a Business Owner. Only Advisors who are individuals may become Members. Non-individual entities may not.
We may, at our absolute discretion, refuse to register any person or entity as a Member.
You cannot transfer or assign any rights or obligations you have under this Membership Agreement without prior written consent.
7. Using the Website
While using the Website, you will not attempt to or otherwise do any of the following:
post content or items in inappropriate categories or areas on the Websites;
infringe any laws, third party rights or our policies;
fail to deliver payment for services delivered to you;
fail to deliver Advisory Services purchased from you;
circumvent or manipulate our fee structure, the billing process, or fees owed to GHM;
post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);
transfer your GHM account (including feedback) and username to another party without our consent; distribute or post spam, unsolicited, or bulk electronic schemes;
distribute viruses or any other technologies that may harm GHM, the Website, or the interests or property of GHM Members (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
download and aggregate listings from the Website for display with listings from other websites without our express written permission;
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
copy, modify or distribute rights or content from the Website or GHMs copyrights and trademarks; or
harvest or otherwise collect information about Members, including email addresses, without their consent
8. Fees and Charges
We charge fees for certain services, such as introduction fees for Projects. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update by placing them on our Website. We may choose to temporarily change the fees for our services for promotional events or new services.
Unless otherwise stated, all fees are quoted in British pounds.
9. Taxation (General)
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.
Depending on your residency or location, you may be subject to certain ad valorem, as referred to in section 3 above, or other taxes, on certain fees that we charge. These taxes will be added to fees billed to you, if applicable.
You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.
10. Marketing
We may display your company or business name, logo, images or other media as part of the GHM Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing.
You acknowledge that we may use the public description of your Projects and the content of your profile information on the Website for marketing and other related purposes.
11. Content Rights
When you give us content, you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that: (1) we act only as a forum for the online distribution and publication of Member content. We make no warranty that Member content is made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your Member content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your Member content at our sole discretion.
You represent and warrant that your content:
will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
will not violate any law or regulation;
will not be defamatory or trade libellous;
will not be obscene or contain child pornography;
will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons;
will not contain material linked to terrorist activities;
will not include incomplete, false or inaccurate information about Members or any other individual; and
will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of the United Kingdom. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and GHM Services and may close your Account.
Information on the Website may contain general information about legal, financial and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice provided to you by Advisors. If you have specific questions about any matter you should consult your professional adviser.
We provide unmonitored access to third party content, including Member feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.
In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise dispose of information does not imply permanent deletion of content or information. Information may be retained for a period of time to fulfil record keeping, regulatory, compliance, statistical, law enforcement and other obligations.
12. Feedback from Members
You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a Member. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the GHM feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.
Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Advisor Services via the Website. You may not use your Advisor or Business Owner feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by GHM or its related entities, without our written permission.
13. Advertising on the Website
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website must relate to a Project or service being performed on the Website.
We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by GHM or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.
14. Communication With Other Members
Prior to a Form of Agreement between a Business Owner and an Advisor being confirmed as "Approved" by both parties communication between other Members on the Website must be conducted through the direct message sending and other communication channels provided on the Website.
You must not post your email address or any other contact information on the Website, except in the "email" field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a Member, you must only communicate with Members via the Website. You must not, and must not attempt to, communicate with other Members through any other means.
We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud, regulatory compliance, risk management and other related purposes.
15. Identity Verification / Know Your Customer
It is essential for their safety and ours that we are able to verify the identity of all Members. Members who are Advisors will have gone through an identity verification process when they set up their Stripe Connect account which is a prerequisite to Membership. The identity of Business Owners will be verified through Stripe Identity as a prerequisite of Membership.
You authorise us, directly or through third parties, to make any additional inquiries we consider necessary to verify your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your passport or driver's licence). We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or GHM Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
We reserve the right to update your particulars on the Website in order to match any identity documentation that has been provided.
16. Payment Disputes
Any challenges to a payment that a Member files with their card issuer and any subsequent reversal instruction, is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow such instructions.
You acknowledge and agree that we will be entitled to recover any payment reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Business Owners through the Website, as well as any processing or any other fees whatsoever incurred by us on those reversals.
You agree that we may reverse any such payments made to you, which are subject to a reversal instruction via your payment product issuer or third parties (such as payment processors).
17. Dormant Accounts
We reserve the right to close a Dormant Account.
18. Our Right to Refuse Service
We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
if we determine that you have breached, or are acting in breach of this Agreement;
if you under-bid on any Project in an attempt to negotiate the actual price privately, to attempt to avoid fees;
if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
you do not respond to account verification requests;
you do not complete account verification when requested within a month of the date of request;
you are the subject of a United Nations, UK, EU, USA or other applicable sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
to manage any risk of loss to us, a Member, or any other person; or
for other reasons.
Without limiting our other remedies, to the extent you have breached this Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
If we close your Account for a reason other than as a result of your breach of this Agreement, unless as otherwise specified in this Agreement, you will be entitled to receive any payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
19. Milestone Payments
We do not operate an escrow service in relation to the Website. We do however, provide a service on this Website which allows controlled payments to be made with respect to a service, called Milestone Payments.
Subject to the Form of Agreement, the Business Owner can make a Milestone Payment which cannot be claimed by the Advisor until:
the Business Owner and Advisor agree that the funds can be claimed by the Advisor; or
if there is a dispute, the Business Owner and Advisor have concluded a dispute resolution process and the dispute is resolved in the Advisor's favour; or
the Business Owner acknowledges that the Advisor has completed the services fully and satisfactorily; or
the Business Owner having been notified that the Advisor has completed the services fully and satisfactorily and that payment is due fails to respond to such notification for 14 calendar days.
If a Business Owner does not approve of the Advisor's work product, the parties may elect to resolve the issue under the dispute resolution process conducted by us.
All Milestone payments are made by Business Owners to Advisors through the Website.
The timing and amount of Milestone Payments may only be changed by agreement between the parties through a revised Form of Agreement in accordance with the procedure set out in section 2 above.
20. Disputes With Other Members
You acknowledge and agree that in the event that a dispute arises between you and another Member in relation to any Project that you will first attempt to resolve any differences that you have in relation to such Project, including in relation to the quality of the services provided.
If you continue to have any difficulties or problems in relation to a dispute with another Member in relation to a Project we encourage you to contact us as set out in the Clause entitled "Contacting us".
You agree that any dispute between you and another Member will be handled in accordance with this clause. GHM will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, GHM shall have the right to request the Advisor and the Business Owner to provide documentation in support of their claim or position in relation to the dispute. You agree that GHM has absolute discretion to accept or reject any document provided. You also acknowledge that GHM is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold GHM harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.
In relation to disputes with any other users of the Website, you hereby agree to indemnify GHM from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute.
It is agreed by you that you will make every endeavour at fair play and post reasonable and fair demands/offers on your dispute. No conduct relating to threats, blackmail, intimidation or inducement of users to leave positive feedback will be tolerated, in particular any refusal to provide either deliverables or payment in relation to the provision of feedback.
21. Disputes With GHM
If a dispute arises between you and GHM, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly at our email address. For any claim, GHM may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If GHM elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that GHM will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All costs incurred in respect of the arbitration will be born by the parties to the arbitration and not by GHM.
All claims you bring against GHM must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, GHM may recover its legal fees and costs, provided that GHM has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, GHM will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
GHM’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
22. Survival of this Agreement
This agreement supersedes any other agreement between you and the Company. If any part of this document is found to be unenforceable, that part will be limited to the minimum extent necessary so that this document will otherwise remain in full force and effect. Our failure to enforce any part of this document is not a waiver of any of our rights to later enforce that or any other part of this documents. We may assign any of our rights and obligations under this document from time to time.
If there is a dispute between participants on this site, or between Members and any third party, you agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our services.
23. Access and Interference with the Website
You agree that you will not use any robot, spider, scraper or other automated means to access the Website via any means, including for the avoidance of doubt access to our API or application programming interface, for any purpose without our express written permission.
Additionally, you agree that you will not:
take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the Website without the prior express written permission of GHM and the appropriate third party, as applicable;
interfere or attempt to interfere with the proper working of the Website, services or tools, or any activities conducted on or with the Website, services or tools; or
bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
24. Closing Your Account
You may close your Account at any time. The option is located in the Account Settings. Account closure is subject to:
not having any outstanding listings on the Website;
resolving any outstanding matters (such as a suspension or restriction on your Account); and
paying any outstanding fees or amounts owing on the Account.
We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.
25. Privacy Policy
We use your information as described in the GHM Privacy Policy. If you object to your information being transferred or used in this way then you must not use our services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business in this online marketplace. This may include on invoices and purchase orders including but not limited to between transacting parties, including those automatically generated on awarding, accepting and payment.
26. Indemnity to GHM
You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website and GHM Services.
27. Security Breaches
You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the GHM Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). Your Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorised access of your account resulting from your failure to secure your password.
28. No Warranty as to Each Member's Identity
We cannot and do not confirm each Member's purported identity on the Website. We may provide information about a Member, such as geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that a Member submits and we provide such information solely for the convenience of Members and the provision of such information is not an introduction, endorsement or recommendation by us.
GHM uses third party providers to:
cross-check the validity of the identity information supplied by a prospective GHM Member against multiple public and privately-held data sources; and
perform a non-exhaustive background check of the information supplied by the prospective Member against multiple public and privately-held data sources.
When creating and editing their profile, Advisors are able to credit themselves with qualifications. We do not undertake verification of these qualifications. The onus for verifying the validity of these qualifications falls entirely on the Business Owner.
We do not carry out further verification of Advisors, Business Owners or their profiles; we have no obligation to do so; and make no representations that we do so. You should make your own assessment of the people you decide to interact with through the Website, whether you are a Business Owner or an Advisor you must rely on your own judgment and common sense. The checks that we have carried out and make available through the Website are only part of this process. GHM accepts no responsibility for the accuracy or completeness of any profile on the Website as we do not check them. We do not accept responsibility for the accuracy or completeness of any of the checks made in clauses 28.1 and 28.2 above nor the validity of Member profile information to the extent that we have been deliberately misled by the individual in question, and/or to the extent that the source of 3rd party information used was inaccurate.
29. No Warranty Regarding Content
The Website is a dynamic time-sensitive Website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabelled or deceptively labelled accidentally by us or accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
the Website or any Advisory Services or GHM Services;
the accuracy, reliability, availability, veracity, timeliness or content of the Website or any Advisory Services or GHM Services;
whether the Website or Advisory Services or GHM Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
whether defects in the Website will be corrected;
whether the Website, the Advisory Services or the GHM Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website, Advisory Services or GHM Services;
any third party agreements or any guarantee of business gained by you through the Website, Advisory Services or GHM Services or us; or
the Website, Advisory Services or GHM Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To every extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
30. Limitation of our Liability
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
any indirect, special, incidental or consequential damages that may be incurred by you;
any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.
To the extent that we are able to limit the remedies available under this Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the GHM Services again or the payment of the cost of having the GHM Services supplied again.
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation. We may plead this Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this Agreement.
31. Legal Notices
Legal notices will be served or to the email address you provide to GHM during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to GHM must be given by registered ordinary post (or if posted to or from a place outside the United Kingdom, by registered airmail).
32. Applicable Law
This Agreement will be governed in all respects by the laws of England and Wales. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and GHM irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
33. Severability
The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this Agreement.
34. Interpretation
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
35. No Waiver
Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
36. Communications with GHM
You consent to receive notices and information from us in respect of the Website and GHM Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
37. Additional Terms
It is important to read and understand all our policies as they provide the rules for trading on the GHM Website. In addition there may be specific policies or rules that apply, and it is your responsibility to check our policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our Websites, including but not limited to our Privacy Policy and our Know Your Customer and ID Verification Policy.
Each of these policies may be changed from time to time. Changes take effect when we post them on the GHM Website. When using particular services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be posted from time to time. All such policies or rules are incorporated into this Agreement.
38. General
Grey Hair Matters Limited is located at 91 Barrowgate Road, London W4 4QS, England.
This Agreement contains the entire understanding and agreement between you and GHM. The following Sections survive any termination of this Agreement: Sections 8,11,21,22,26, 29 and 30.
39. Abusing GHM
GHM reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate our Service(s) and or user account(s), suspend or ban access to our Services, remove any content, and to take any and all technical or legal steps to ban Members.
Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include:
use of our Services for any illegitimate or non bona fide purpose;
creating problems with other Members or potential legal liabilities;
infringing the Intellectual Property Rights of third parties;
acting inconsistently with the letter or spirit of any of our policies;
abuse of any staff members including inappropriate or unreasonable communications; and
any attempt to use the Website or our Services for any objectionable purpose.
40. Feedback
If you have any questions about this Agreement or if you wish to report breaches of this Membership Agreement, please contact us by emailing us at info@greyhairmatters.co.uk