Directory Subscriber Terms and Conditions

(Pay particular attention to section 10 in these terms and conditions.)

1. Introduction

  1. Hypnotherapy Directory is the trading name of us, Memiah Limited. We are a company registered in England and Wales under number 05489185, and registered for VAT under number GB 920 805 837. Our registered office and main trading address is Building B, Riverside Way, Camberley, Surrey, GU15 3YL.

  2. We run an online directory (the directory) of Hypnotherapists registered on the website at or any other website we give Hypnotherapists registered with us (subscribers) notice of.

  3. These terms and conditions govern the relationship between you, the subscriber, and us.

  4. We can change these terms and conditions from time to time. We will give you written notice of any changes which disadvantage you. If there is any difference between these terms and conditions and any previous versions of them, these terms and conditions will apply (except where they say otherwise).

  5. By registering with us and paying for our services set out in the written description or specification we gave you, or as set out on the Join Us webpage (as the case may be), you are agreeing to keep to these terms and conditions.

    You must keep to these terms and conditions, which may change from time to time. If you do not agree to keep to these terms and conditions, you should stop using our website and our services immediately.

2. Other documents that apply

  1. These terms of use also apply to your use of our site.

3. Basis of the contract

  1. Your order to appear in the directory is an offer from you to buy our services in line with these terms and conditions.

  2. Your offer will be accepted, and the contract between you and us will come into force, on the date we send you written notice that we have accepted your order.

  3. The contract is the entire agreement between you and us. You must not rely on any statement, promise, assurance, guarantee or implied term (including, but not limited to, those shown on websites and in marketing material, adverts, brochures, communications and so on) which is not set out in the contract as it will not be binding on us.

  4. Any illustrations, descriptions or advertising issued by us, and any descriptions or illustrations contained in our publicity material or on our site, are provided only to give guidance on our services. They do not form part of the contract or give us any legal obligation.

  5. These terms and conditions apply over any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or otherwise.

  6. Any quotation we provide is not an offer from us, and is only valid for 10 business days (Monday to Friday, except bank holidays) from the date we issue it.

4. Supplying our services

  1. The services we provide to you will, in all significant or relevant ways, be in line with, or equivalent to, the description or specification of the services either provided in writing by us or set out on the Join Us webpage, as the case may be.

  2. We will take reasonable steps to meet any performance dates shown on our site, but those dates are estimates and are not binding on us.

  3. We can make any changes to our services if this is necessary to keep to any relevant law or safety requirement, or if the change does not significantly affect the nature or quality of our services. We will give you notice of any change we make.

  4. When we have received the subscriber information (your name and contact details, details of your training, qualifications, experience, your areas of hypnotherapy and your fees) and any proof we need (for example, proof of your membership with a professional body, qualifications and insurance cover), we can refuse your request to be listed in the directory if:

    • we cannot verify any of the subscriber information; or
    • it does not meet our registration standards.

5. Your obligations

  1. You must be the author of your listing in the directory or have all the permissions you need to quote and use any information, graphics or photographs you have not written, created or taken. We have no liability if any listing breaks, limits or undermines a third party’s rights.

  2. The terms of your order and your subscriber information must at all times be complete, accurate, truthful and up to date.

  3. You must tell us, as soon as possible, about any complaints made about your professional services, as this may affect your eligibility to be a member of our directory.

  4. You must tell us, as soon as possible, about any matter which has affected or could affect your professional reputation (for example, professional sanctions, allegations, investigations and so on), as this may affect your eligibility to be a member of our directory.

  5. You must co-operate with us in all matters relating to our services.

  6. You must allow us and our employees, agents, consultants and subcontractors to contact you at all reasonable times and keep the contact details we have for you up to date.

  7. You must give us any information and materials we may reasonably need in order to provide our services, and make sure that the information is accurate.

  8. You must always have all the licences and permissions you need in order for us to provide our services.

  9. You must maintain any services or products we need to provide our services to you, such as email accounts, phone line and so on.

  10. You must protect any sensitive information and materials associated with your listing in the directory, including (but not limited to) your username, password, log-in details, documents, policies, notices and correspondence, and make sure that these are not given to any unauthorised third parties.

  11. Your listing in the directory must only specify issues, treatments or approaches you are qualified to offer or deal with.

  12. Your listing in the directory must not:

    • use obscene or vulgar language or contain content that is intended to promote or incite violence;
    • contain content that is unlawful or otherwise offensive or upsetting (including information that may break any rule, regulation or law specific to your business or industry);
    • contain any content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
    • break, limit or undermine the intellectual property rights (see clause 7) of any third party; or
    • contain viruses or any other software or instructions that may damage or disrupt other software, hardware or communications network.
  13. Your listing in the directory must be honest and fair, not make any claims that cannot be proved, not make dishonest or unreasonable comparisons with other businesses, be placed in the appropriate category and not impersonate other people or businesses.

  14. If we cannot meet, or are delayed in meeting, any of our obligations under these terms and conditions as a result of anything you have or have not done, or your failure to meet an obligation, the following will apply.

    1. We can suspend our services until you have put the matter right (if it can be put right), and not have to meet any of our obligations which have been prevented or delayed by something you have or haven’t done.

    2. In the event that any of the provisions of clause 5 are not followed, or any other conditions are broken, we may remove your listing and suspend or end our services. In this case, you will not be entitled to any refund. We can also make any alterations to listings if we consider it necessary to remove any material which might lead to legal action. In this case we will tell you about any alterations we have made. If we want to make changes to your listing for a reason other than the possibility of legal action, we will ask you for permission to make the change.

    3. We will not be liable for any costs, damages or losses you suffer as a direct or indirect result of us failing to meet, or a delay in us meeting, any of our obligations as set out in this clause 5, or as a result of any mistakes in your listing.

    4. If we ask in writing, you must reimburse any costs or losses we suffer as a direct or indirect result of something you did or failed to do.

6. Fees and payment

  1. You must pay the monthly or annual subscription fees shown on our site. We will collect the fee either once a year, if you chose to pay an annual fee, or each calendar month if you chose to pay a monthly fee. We will take the first payment on the day that we accept your order and start providing our services. We will automatically continue to take the fee until the contract ends in line with clause 11.

  2. We can increase the subscription fees from time to time. If we are going to increase the fees, we will give you written notice of this six weeks before the date of the increase. If you do not accept the increased fee, you must tell us in writing within two weeks of the date we gave you our notice. We can then end the contract by giving you 30 days’ notice in writing.

    If you do not contact us within two weeks of the date we gave you notice of the increase, you will be considered to accept the increased fee.

  3. You must make each payment you owe us:

    • in full within two business days of the due date shown in your profile management area of our site; and
    • using one of the payment options provided (credit card or debit card, or cheque if you pay annual fees).

    If you do not make a payment on time, you will be considered to have broken the contract between you and us and we can end the contract.

  4. All prices for our services include VAT. If you live in an area of the UK where VAT is not charged, we will provide you with a payment plan that does not include it.

  5. If your subscription fee is overdue by 30 days or more, we may end the contract immediately and remove you from the directory. Even after we have done this you must still pay the overdue subscription fee.

  6. You must not withhold all or any part of a payment due to us (unless this is required by law) to offset any amount that we owe you or that you do not think you owe us. We may withhold any amount we owe you to offset any amount you owe us.

7. Intellectual property rights

Intellectual property rights give a person or company the exclusive right to use its own creations, plans, ideas or other creative production and intangible assets (for example, goodwill) without the worry of competition, at least for a specific period of time. Intellectual property rights can include copyrights, patents, trademarks, trade secrets, business names, rights in designs and rights to inventions.

  1. We own all intellectual property rights in or in connection with our services, the directory and our site, and all content (text, graphics, logos, images, video, audio file, software and so on) included in the site. These materials are protected by intellectual-property laws.

  2. You may print, reproduce, copy, distribute, store or reuse content on our site only for personal or educational purposes without permission, unless our site or the law states otherwise. For any other use or purposes you would need our permission in writing.

    In particular, you must not systematically copy content from our site to create or compile any form of collection, compilation, directory or database, unless we have given you written permission to do so.

  3. You (or whoever gave you permission to use the content) own the intellectual property rights to the content published in your profile in the directory.

  4. Nothing in these terms and conditions gives us any rights in or to any intellectual property rights or content contained in your listing except for the right to display the listing on our site until you or we choose to remove the listing. We have the right to use, publish and reproduce any testimonials, articles, events, contributions and other similar material you provide to us, even after the contract ends.

8. Cookies and further information on our site

  1. Use of our site is also governed by our privacy policy.

  2. We use cookies to collect and sort information about your use of our site. Click here for more information about our cookie policy.

  3. As well as having your listing in the directory, once you are a subscriber you are entitled to publish articles, advertise events, seminars or workshops, and publish details of promotions or special offers. We can refuse to publish this information, edit the information, or remove the information from our site. You agree that the information you post on our site will be accurate at the time you post it and that if any of the information changes, you will tell us about the change within seven days.

  4. Our site may contain links to other sites, including the sites of other subscribers. Unless we have specifically said otherwise, those sites are not under our control. Our site having a link to another site does not mean that we endorse the linked site or its owner. We are not responsible for any content or information published on linked sites, and have no liability for any loss or damage arising from using a linked site.

9. Disclaimers

  1. We do not guarantee that our site:

    • will meet your needs;
    • will not infringe (break, limit or undermine) the rights of third parties;
    • will be compatible with all systems; or
    • will be secure.
  2. Except for screening and approving listings, we have no control over, or involvement in, any subscriber’s business and are not responsible for any actions taken by, or any goods or services provided by, any subscriber.

  3. Although we do everything reasonably possible to make sure that all the information on our site is accurate and up to date, we cannot guarantee that this is the case. We also cannot guarantee any specific results from using our services.

  4. No part of our site, the directory, or our service in general, is intended to be advice and you should not rely on their content when making any decisions or taking any kind of action.

  5. We do not guarantee that any part of our site or our service is suitable for use in commercial situations or that it provides accurate information or advice which business decisions can be based on.

  6. Although we have done everything reasonably possible to make sure that the descriptions of our services are accurate and up to date, we have no liability if this is not the case.

  7. We use all reasonable skill and care to make sure that our site is secure and free of mistakes, viruses and other malware, you need to take responsibility for the security of your personal details and computers. We are not liable for our site being disrupted or unavailable as a result of causes beyond our control (including, equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions).

  8. We can change, suspend or discontinue all or any part of our site and the services available. These terms and conditions will continue to apply to any revised version of our site, unless that site specifically states otherwise.

10. Limit of our liability

  1. Nothing in these terms and conditions limits or removes our liability for death or personal injury caused by our negligence (or the negligence of our employees, agents or subcontractors) or by fraud or fraudulent statements or actions.

  2. To the fullest extent allowed by law, we will not be liable to you for any loss or damage (including for any loss of business, profit, sales, revenue, business opportunity, goodwill, reputation, anticipated savings or any other direct or indirect losses), even if it could have been foreseen, arising in connection with you using (or being unable to use) our services or our site or you relying on the content included in the directory.

  3. Except for liability under 10a above, our total liability to you under or in connection with the contract is limited to £195.

  4. To the fullest extent allowed by law, we exclude all statements, promises, assurances, guarantees and implied terms (including, but not limited to, those shown on websites and in marketing material, adverts, brochures, communications and so on) that may apply to our site or any content on it and are not set out in the contract.

  5. We use reasonable skill and care to make sure that our site is free from viruses and other malware, but we have no liability for any loss or damage arising from a virus, other malware, hacking or any other harmful material or event that may damage or disrupt your hardware, software, data or other material as a result of you using our site (including downloading any content from it) or any other site referred to on our site.

  6. This clause 10 will continue to apply after the contract between you and us ends.

11. Ending the contract

  1. You or we can end the contract by giving the other at least 30 days’ notice in writing.

  2. We may end the contract or suspend our service immediately upon giving you written notice if any of the following applies.

    1. You break an important term of the contract and fail to put the matter right (if we believe it is possible to put it right) within seven days of being given written notice to do so. This includes if you have failed to meet your obligations under clause 5 or 6.

    2. We think there is a conflict of interest between you or your business interests and our business.

    3. You become insolvent or bankrupt, go into receivership, make an arrangement with your creditors to pay off your debts or stop trading, or any similar event happens.

    4. We receive what we believe to be a genuine complaint about your conduct, practice or use of our service from a user of our site.

    5. We consider any qualification or other requirement you need to be included in the directory to be, or to have become, insufficient (for example, if we find out that you no longer have the necessary level of membership with a relevant professional body).

    6. We find out about any circumstances which, in our opinion, have damaged, or could damage, our or our site’s reputation (for example, allegations or legal proceedings against you or tribunal hearings) by continuing to allow you to stay in our directory.

  3. If 30 days’ notice is given under clause 11a, you must pay the full annual fee or monthly fee that either becomes due during that notice period or is currently overdue.

  4. We will continue to provide our services for the entire period covered by any subscription fees you pay before or during the 30-day notice period. This may mean that you continue to receive our services after the notice period has ended. If this would be the case, during the notice period you can ask for your listing be hidden from public view (although this will not entitle you to any refund of fees paid or due).

  5. From time to time we may suggest an alternative termination arrangement (an arrangement to end the contract) where we agree not to collect any subscription fees due during the notice period. If you accept this alternative arrangement:

    • we can end the contract immediately, or before any further fees would have become due, whichever we consider appropriate;
    • you fully accept that you will not be entitled to a 30-day notice period during which our service would otherwise have been available; and
    • this arrangement (and this section 11 in general) does not limit our other rights.

12. Consequences of ending the contract

When the contract ends for any reason, the following will apply.

  1. You must immediately pay all our unpaid invoices and interest (where appropriate). If you have received services we have not invoiced you for, we will send you an invoice, which you must pay immediately.

  2. You will not be entitled to a refund, adjustment of the subscription fee or any other reduction of any subscription fees you have already paid or are due to be paid.

  3. The rights, remedies, obligations and liabilities you and we already have when the contract ends will not be affected, including the right to claim damages for the contract being broken on or before the date it ended.

  4. The clauses of the contract that say (or suggest) that they will still apply after the contract ends will continue to apply in full.

  5. We can refuse your request to use our services again in the future, and do not need to give you a reason for this decision.

13. Circumstances beyond our control

  1. We not be liable to you if we fail to perform our obligations under this contract, or delay in performing them, as a result of a circumstance beyond our reasonable control. Circumstances beyond our reasonable control include industrial action and strikes (whether or not it affects our workforce), power or equipment failures, failure in the transport network, war, riot, accident, breakdown of machinery, fire, flood, storm or the failures of our suppliers or subcontractors).

  2. If the circumstance beyond our control prevents us from providing any of our services for more than four weeks in a row, we can end this contract immediately by giving you written notice.

14. General

  1. Assignment and other dealings: we may transfer, in any way, any of our rights under the contract, and may subcontract or delegate any or all of our obligations under the contract, to any third party or agent.

    Unless you have our permission in writing, you must not transfer, in any way, any of our rights under the contract to any third party or agent.

  2. Notices: any notice or other communication that must be given under the contract must be in writing, addressed to the other party's registered office (if it is a company) or its main place of business (in any other case), or to any other address the relevant party has specified to the other party in writing. The notice or communication must be delivered personally, sent by first-class post or another next-working-day delivery service, courier, fax or email.

    Any notice or other communication will be considered to have been received at the following times.

    • If delivered personally, when it is left at the correct address.
    • If sent by first-class post or another next-working-day delivery service, at 9am on the second business day after it was sent.
    • If delivered by courier, when the courier's delivery receipt is signed.
    • If sent by fax or email, the business day after it was sent.

    This clause does not apply to any documents served during legal proceedings.

  3. Separate provisions: if any of these terms (or part of them) cannot be enforced, that term is considered not to be included in these terms and conditions, and this will not affect the remaining conditions. This term will apply only in the country or state where a particular term cannot be enforced.

  4. Failure to exercise rights: if you or we do not exercise any right under the agreement, this will not prevent that right from being exercised at a later date.

  5. No partnership or agency: nothing in the contract between you and us creates any partnership or joint venture between you and us, or makes either you or us the other party's agent. You and we do not have authority to act as an agent for, or to bind, the other in any way.

  6. Third parties: nobody except you and us has any rights to enforce its terms.

  7. Variation: except as set out in these terms and conditions, no changes can be made to the contract unless we agree to them in writing.

  8. Governing law and jurisdiction: These terms and conditions, and any dispute or claim arising out of or in connection with them, will be governed by and interpreted in line with the laws of England and Wales. Only the courts of England can settle any dispute or claim arising out of or in connection with these terms and conditions.

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