Membership Terms & Conditions
Equestrian advisor business subscription terms and conditions
The terms and conditions set out below, together with the provisions set out on the Membership Form completed by you apply to the contract for the provision of services in relation to management of a business listing on the www.equestrianadvisor.com website, between the ‘Listed Business’ (as specified in the attached Membership Form) and Equestrian Advisor Limited. Please review the terms and conditions carefully, paying particular attention to:
Conditions 5.8 and 5.9, which contain important restrictions on Listed Business’s conduct in order to help ensure the ensure the integrity of the Website as a forum for sharing independent viewpoints.
Condition 6 under which the Listed Business agrees to certain horse welfare-related provisions.
Condition 12 under which Equestrian Advisor limits its liability to the Listed Business.
A – Equestrian Advisor Listed Business Listings is a subscription service for businesses in the equestrian sector that helps potential customers in the United Kingdom to more easily inform themselves about, and engage with businesses in the equestrian sector.
B – Equestrian Advisor has developed certain software applications and platforms which it makes available to equestrian business owners via the internet to enable them to manage aspects of the listing entry for their business.
C – The Listed Business wishes to use Equestrian Advisor's service in its business operations.
D – Equestrian Advisor has agreed to provide and the Listed Business has agreed to take and pay for Equestrian Advisor's service subject to the terms and conditions of this agreement.
The parties agree: as follows:
In this Agreement, unless the context otherwise requires:
Agreement means these Terms and Conditions and the Membership Form. Annual Subscription Charge means the annual subscription charge for the Service set out in the Membership Form as varied in accordance with this Agreement. Conditions means these terms and conditions. Equestrian Advisor, or Us means Equestrian Advisor Ltd, a company registered in England and Wales under company number 10398801, whose registered office is at Unit 6, Heritage Business Centre, Derby Road, Belper, United Kingdom, DE56 1SW. Force Majeure Event means an event or sequence of events beyond a Party's reasonable control preventing or delaying it from performing its obligations under this Agreement, but inability to pay is not a Force Majeure Event. Initial Period means the initial period of 12 months from the Start Date. Intellectual Property Rights means copyright, patents, knowhow, trade secrets, trade marks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights. Listed Business, or You means the company, partnership or sole trader specified as the Listed Business in the Membership Form Listed Business Guide means any manual or user guide supplied by Equestrian Advisor containing operating procedures and other instructive information in respect of the use of the Services (as amended from time to time). Listed Business Input means any material or information provided by the Listed Business in the Listed Business Listing, including the photographs referred to in Condition 5.1 below. Listed Business Listing the portion of the Website which is used by Visitors to learn more about the Listed Business, and to read and make reviews of their experience with the Listed Business. Membership Form means the form containing details of the Listed Business’s subscription to the Service, to which these Conditions are attached. Page Claim Subscription means an annual subscription which is stated, on the online form used to apply by the Customer, to be limited to services comprising solely those listed in clause 2.8 below. Page Management Tool means the technical means provided by Equestrian Advisor to the Listed Business to manage aspects of the Listed Business Listing. Service means access to various services available by means of the Page Management Tool, which may include: maintaining certain contact and other information on a Listed Business Listing, displaying up to a maximum of 10 images; and limited usage statistics in relation to the Listed Business Listing. Start Date means the date specified as the Start Date in the Membership Form. Term means the Initial Period and any extension of that term. Visitor Submission means any review, comment or other contribution of any Visitor on the Website, including on the Listed Business Listing. Website means Equestrian Advisor’ website available at www.equestrianadvisor.co.uk which is used by Visitors to learn more about the Listed Business, and to read and make reviews of their experience with the Listed Business.
- Unless the context otherwise requires:
- 'including' means including without limitation; general words are not limited by example
- references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and
- condition headings do not affect their interpretation;
- ‘writing’ includes email.
- Unless the context otherwise requires:
- Your acceptance of these terms constitute an application by you to subscribe to the Equestrian Advisor service. Such application may be either accepted or rejected by Equestrian Advisor in its absolute discretion. Equestrian Advisor may use the information you provide in the Membership Form for the purposes of verifying your identity. In the event that the application is accepted, Equestrian Advisor shall notify the Listed Business by email, at which point a binding contract subject to these terms shall be created.
- Subject to the Listed Business's payment of the Annual Subscription Charge the Listed Business is granted the right to use the Service in accordance with the terms of this Agreement.
- Equestrian Advisor must provide the Service to the Listed Business in accordance with the terms of this Agreement.
- Equestrian Advisor hereby grants the Listed Business a non-exclusive, non-transferable licence to use the Page Management Tool solely for the purpose of accessing and using the Service in accordance with the terms of this Agreement and for no other purpose whatsoever.
- Equestrian Advisor reserves the right, without liability, to reject or remove from the Listed Business Listing any Listed Business Input which do not meet the terms of this Agreement or Equestrian Advisor's then-current specifications, at Equestrian Advisor's sole discretion.
- Equestrian Advisor may redesign the Website at its sole discretion at any time.
- All Visitor Submissions are provided by Visitors, not by Equestrian Advisor. Equestrian Advisor cannot reasonably verify the accuracy of each one. Equestrian Advisor therefore take no responsibility and assume no liability for any Visitor Submission. We are not responsible for any mistakes, defamation, omissions which you may encounter, or for any infringement of intellectual property rights by any Visitor Submission. If you consider that any Visitor Submission is defamatory of the Listed Business or any individual, or infringes their rights in any way, please contact Equestrian Advisor in accordance with Condition 11 below.
- If you select a Page Claim Subscription only, the Services will be limited to listing of the name, address and postcode of your business, and our agreement not to provide the Services to any third party in respect of that business. You acknowledge that you will not receive the Services in any other respect.
- As part of your application to subscribe to the Equestrian Advisor service, we will undertake steps to verify your identity as the owner of the relevant business. You agree to provide only accurate information for the purposes of verification. In the event that Equestrian Advisor has a reasonable suspicion at any time that such information is not accurate, it shall be entitled to refuse to proceed with your application.
- Fees and payment
- In consideration of the Service, the Listed Business shall pay to Equestrian Advisor the Annual Subscription Charge shall be paid by the Listed Business annually in advance.
- Equestrian Advisor reserves the right to suspend the Service if the Listed Business fails to pay any monthly instalment of the Annual Subscription Charge in accordance with the terms of this Agreement. Re-activation of the Service shall be subject to payment of a £25 administration fee.
- If any VAT is properly chargeable in respect of any supply made by Equestrian Advisor under this Agreement, the Listed Business shall pay the amount of that VAT to Equestrian Advisor against issue of a proper VAT invoice by Equestrian Advisor.
- Without limiting Condition 3.1, each amount stated as payable by the Listed Business under this Agreement is exclusive of VAT (if any) and is to be construed as a reference to that amount plus any VAT in respect of it.
- If Equestrian Advisor suspends or terminates provision of the Service in accordance with the terms of this Agreement, it shall not be obliged to repay any portion of the Annual Subscription Charge paid in advance for any period in which Equestrian Advisor suspends the Service.
- Where sums due under this Agreement are not paid in full by the due date, Equestrian Advisor may, without limiting its other rights, charge interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998).
- Interest will:
- accrue on a daily basis; and
- apply from the due date for payment until actual payment in full, whether before or after judgment.
- Equestrian Advisor shall be entitled to increase the Annual Subscription Charges, or the fees payable in respect of any additional services, at the start of each Renewal Period upon 2 months’ prior notice to the Listed Business and the Membership Form shall be deemed to have been amended accordingly.
- No refunds will be made for non-use or limited use of the Service.
- Equestrian Advisor and the Listed Business will each take all necessary measures to comply with such security measures in relation to the Service notified by Equestrian Advisor from time to time to the Listed Business. The Listed Business will take all necessary measures to ensure that each staff member accessing the Service directly or indirectly complies with the any such security measures.
- The Listed Business will be responsible for maintaining the security of any passwords or usernames issued to it in respect of the Service.
- Each Party will co-operate with any investigation relating to security that is carried out by or on behalf of Equestrian Advisor.
- Undertakings by the Listed Business
- The Listed Business agrees to provide Equestrian Advisor with images in respect of its business that meet Equestrian Advisor’s reasonable quality standards and specifications as notified to Listed Business.
- The Listed Business undertakes in favour of Equestrian Advisor as follows:
- to notify Equestrian Advisor promptly of any unauthorised disclosure, use or copying of the Listed Business Guide or any other operating manuals and documents provided by Equestrian Advisor in connection with the Service, of which the Listed Business has notice;
- not to remove, suppress or modify in any way any proprietary markings including any trade mark or copyright notice on the Website;
- not to resell, re-market or otherwise distribute any portion of the Service or offer the Service to others;
- to be solely responsible for any Listed Business Input submitted by the Listed Business to the Listed Business Input base or to Equestrian Advisor in connection with the Service;
- to be responsible for, and at its own cost:
- obtaining and maintaining all necessary permissions, consents and licences to enabling it to use the Service and submit the Listed Business Input;
- comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the Listed Business's use and access of the Service.
- to take all necessary precautions to ensure that Listed Business Input supplied to the Listed Business Input base is:
- honest, accurate, truthful; and
- is free from viruses or other malware;
- ensure that in its use of the Service to respond to comments from Visitors it maintains a civil, courteous manner
- The Listed Business shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the Listed Business is required to obtain. Equestrian Advisor shall provide all reasonable assistance to the Listed Business in that regard. The Listed Business shall maintain procedures to facilitate reconstruction of any lost Listed Business Input and the Listed Business agrees that Equestrian Advisor will not be liable under any circumstances for any consequences arising from lost or corrupted Listed Business Input or files which would not have been lost if such procedures had been maintained.
- The Listed Business is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that Listed Business Input integrity can be maintained in the event of loss of Listed Business Input for any reason.
- The Listed Business shall defend, indemnify and hold harmless Equestrian Advisor against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Listed Business's use of the Services, provided that:
- the Listed Business is given prompt notice of any such claim;
- Equestrian Advisor provides reasonable co-operation to the Listed Business in the defence and settlement of such claim, at the Listed Business's expense; and
- the Listed Business is given sole authority to defend or settle the claim.
- The Listed Business shall ensure that none of the following are included in any Listed Business Input: (a) any items prohibited by applicable laws or regulatory requirements; (b) any item that infringes the intellectual property rights or other rights of any person; or (c) any material that is offensive, intimidatory, defamatory, obscene, blasphemous, profane or otherwise objectionable.
- The Listed Business shall not, and shall ensure that no member of its staff or family shall not, interact with the Website as a Visitor, including posting a review of the Listed Business or any other Listed Business.
- The Listed Business shall not pay incentivise any Visitor in any way to post a positive Visitor Submission, including by means of any discount on services available at the Listed Business or elsewhere.
- The Listed Business shall not pressure, intimidate or harass any Visitor on the basis of their interaction with the Website, including any negative reviews.
- The Listed Business agreed to abide all times by the Equestrian Advisor [link - Acceptable Use Policy].
- Best practice as regards Animal Welfare
- The Listed Business warrants and undertakes that it is not engaged in, and will not at any time during the Term be engaged in, any practices involving mistreatment or neglect of any horse or other animal. Equestrian Advisor will be entitled to investigate any claims made by Visitors of mistreatment of neglect of any horse by the Listed Business, and Listed
- Business shall co-operate in respect of any such investigation. Equestrian Advisor shall be entitled to notify any third party of such claims, including the British Horse Society.
- Equestrian Advisor shall be entitled to terminate the services provided to the Listed Business under these Conditions, without any refund or any liability to the Listed Business, in the event that Equestrian Advisor has a reasonable suspicion that the Listed Business has engaged at any time the mistreatment or neglect of any horse or other animal.
- Listed Business Input Intellectual Property Rights
- All Intellectual Property Rights in the Listed Business Input, all amendments or additions to the Listed Business Input, and databases and other compilations including any of such, belong to the Listed Business.
- The Listed Business grants Equestrian Advisor a licence to use, edit, create databases from, copy and store the Listed Business Input for the purposes of the Service, and for the purposes any promotion of the Website or any other Equestrian Advisor products or services, including emails to Visitors.
- The Listed Business hereby permit Equestrian Advisor to bid on internet search keyword terms (including Google Adwords) and make use of search engine optimisation services and similar services that embody, incorporate or quote (in whole or part) the trading name of you or any brands used in connection with the Listed Business.
- This Agreement commences on the Start Date.
- Unless terminated earlier in accordance with Condition 13 or this Condition 8.3 this Agreement shall continue for the Initial Period, when it shall extend automatically for a further period of 12 months (Renewal Period) unless, no later than 30 days before the end of the Initial Period (or any Renewal Period), either party notifies the other in writing that it wishes to terminate the agreement on the expirty of the Initial Period or Renewal Period (as the case may be).
- Equestrian Advisor Intellectual Property Rights
- Apart from Listed Business Input , the Listed Business acknowledges that all Intellectual Property Rights in the Service including the Website, the Listed Business Listing, the Page Management Tool, the Listed Business Guide and all related materials as between Equestrian Advisor and the Listed Business are and shall at all times remain the property of Equestrian Advisor or its licensors. No rights to or property in the Service shall pass to the Listed Business. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the Listed Business.
- Warranties and undertakings
- Equestrian Advisor hereby warrants that to the best of its knowledge it has the right to grant to the Listed Business access to the Service on the terms of this Agreement and that the Listed Business Guide is and will continue to be of a standard which will enable trained personnel of the Listed Business to understand and operate the Service.
- Equestrian Advisor undertakes to the Listed Business that it will follow its normal procedures and processes to test for viruses contained in or introduced into the Website;
- Equestrian Advisor will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third party component not provided by Equestrian Advisor or third party connectivity necessary to access the Service. When notifying a defect or error the Listed Business must provide Equestrian Advisor with one or more documented examples of such defect or error.
- Equestrian Advisor does not warrant that the Listed Business's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Listed Business through the Services will meet the Listed Business's requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Listed Business acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Equestrian Advisor makes no warranties, as to the number of Visitors to or pages displayed on the Website or the functionality, performance, or response times of the Website.
- Equestrian Advisor will have no obligation under this Condition 10 to the extent a claim is based on use of the Services in a manner inconsistent with this Agreement or the Listed Business Guide, or as a result of negligence or wilful misconduct of the Listed Business.
- LEGAL COMPLAINTS OR OBJECTIONS
- If the Listed Business has any complaints or objections of a legal nature to material or content (including reviews) on the Equestrian Advisor site, including a complaint that material or content on our site is defamatory or infringes intellectual property rights (including copyright or trade mark rights) belonging to the Listed Business, the Listed Business may contact Equestrian Advisor with a statement by email to firstname.lastname@example.org, in accordance with section 11.2 immediately below.
- The email statement must at a minimum contain the following details: the exact individual review or listing complained about; the way in which the Visitor Submission(s) infringes the Listed Business’ rights, or is defamatory; name and street address; and a declaration that the statement is true.
- IMPORTANT – LIMITATION OF LIABILITY OF EQUESTRIAN ADVISOR TO LISTED BUSINESS
- This Condition 12 sets out the entire financial liability of Equestrian Advisor (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Listed Business:
- arising under or in connection with this agreement;
- in respect of any use made by the Listed Business of the Services or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
- Except as expressly and specifically provided in this agreement:
- the Listed Business assumes sole responsibility for results obtained from the use of the Services by the Listed Business, and for conclusions drawn from such use. Equestrian Advisor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Equestrian Advisor by the Listed Business in connection with the Services, or any actions taken by Equestrian Advisor at the Listed Business's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Services are provided to the Listed Business on an "as is" basis.
- Nothing in this agreement excludes the liability of Equestrian Advisor:
- for death or personal injury caused by Equestrian Advisor's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to Condition 12.2 and Condition 12.3:
- Equestrian Advisor shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- Equestrian Advisor's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Annual Subscription Charges paid for the Service during the 12 months immediately preceding the date on which the claim arose.
- This Condition 12 sets out the entire financial liability of Equestrian Advisor (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Listed Business:
- Without prejudice to its other rights and remedies either Party may, by written notice to the other (the 'Breaching Party'), terminate this Agreement, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
- is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally.
- Notwithstanding the termination of this Agreement, the Listed Business shall remain liable to pay to Equestrian Advisor all sums accrued due on or prior to the date of termination.
- Subject to Condition 16 below (Publicity), each Party shall keep confidential all information of the other party relating to the Listed Business Input base, the contents of this Agreement, or the business of the other Party. For the purposes of this Condition, any Listed Business Input provided by the Listed Business to Equestrian Advisor shall be deemed to be confidential information of the Listed Business and shall not be disclosed save as contemplated by this Agreement and the provisions of the Service. The provisions of this Condition shall not apply to:
- any information which was in the public domain at the date of this Agreement;
- any information which comes into the public domain subsequently other than as a consequence of any breach of this or any related agreement;
- any disclosure required by law or a competent authority or otherwise by the provisions of this Agreement; or
- any Listed Business Input.
- The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of this Agreement.
- Force Majeure
- Equestrian Advisor shall have no liability to the Listed Business under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Equestrian Advisor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Listed Business is notified of such an event and its expected duration.
- The Listed Business hereby grants Equestrian Advisor permission to publicise the fact that it is a customer of Equestrian Advisor, and reproduce
- the Listed Business Listing (or any part of it) including in a press release or on social media. The Listed Business shall not use, display or modify Equestrian Advisor's trade marks in any manner without the prior written consent of Equestrian Advisor.
- Compliance with law Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.
- Relationship The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
- Survival Provisions which by their terms or intent are to survive termination of this agreement will do so.
- Variation Equestrian Advisor may reasonably revise these Terms from time to time and will endeavour to provide the Listed Business with reasonable advance notice where this is appropriate due to the nature of the revision. Equestrian Advisor will notify the Listed Business by notifying the Listed Business in writing. No amendment or variation of this Agreement will be otherwise be valid unless confirmed as agreed in writing by an authorised signatory of each Party.
- Severability The un-enforceability of any part of this Agreement will not affect the enforceability of any other part.
- Waiver Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
- Further assurance Each Party will, at its own cost, do all further acts and execute all further documents which may be necessary to give full effect to this Agreement.
- Equitable relief Each Party recognises that its breach or threatened breach of this Agreement may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.
- Rights of third parties For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
- Governing Law The contract created under these terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall 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 shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the these terms, their subject matter or formation (including non-contractual disputes or claims).
- Entire agreement
- This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.
- Each of the Parties acknowledges and agrees that in entering into this Agreement and the documents referred to in it it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
- Nothing in this Agreement shall operate to exclude any liability for fraud.