Terms and Conditions
1.0 Introduction
1.1 This agreement (the “Agreement”) is entered into between Ambition Institute, registered charity number 1146924, which has its registered office at 2 Bridge Wharf, 156 Caledonian Road, London N1 9UU ("Ambition Institute") and you, a registered user of the Ambition Institute portal (or an unregistered user of the website) at www.ambition.org.uk (the "website" ), referred to in this Agreement as "you" or the "User". In this Agreement, Ambition Institute and the User are referred to individually as a “Party” and together as the “Parties”.
1.2 The User wishes to access and use, and Ambition Institute wishes to make available to the User, the Website.
1.3 This Agreement sets out the terms and conditions on which Ambition Institute agrees to make available and the User agrees to access and use the Website.
1.4 By accessing the Website and/or, if you register and create an account, by checking the "I have read and agree to the Terms and Conditions" box on the Website, you are agreeing to these Terms and enter into a legally binding contract with Ambition Institute.
1.5 If you do not agree to this Agreement you may not use the Services.
1.6 Ambition Institute may, at its sole discretion, modify or replace this Agreement at any time. Such variations become effective immediately upon the posting of the varied Terms of Use to the Website. It is the User's responsibility to check this Agreement periodically for changes. The User's continued use of the Website following the posting of any changes to this Agreement and/or, when you log into your account, by checking the "I have read and agree to the Terms and Conditions" box on the Website, constitutes the User's acceptance of such changes. If the User does not agree to such changes, it should stop using the Website.
2.0 Definitions
In this Agreement, the following terms have the following meanings:
“Confidential Information” any information, including, without limitation, the terms of this Agreement, which has been or is disclosed by one Party (the “Discloser”) to the other (the “Recipient”) in connection with this Agreement, however such information is disclosed, including, without limitation, in writing, orally or electronically;
“Intellectual Property Rights” all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, broadcast rights topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; and
“User Material” any literature, manuals, reports, research papers, data, flow charts, drawings, designs, diagrams, tables, software or other information or materials (in whatever form and on whatever media stores are held), created, developed, designed or otherwise prepared by the User which the User inputs or otherwise contributes to the Website.
3.0 The relationship between the User and Ambition Institute
This Agreement sets out the entire agreement between the Parties with respect to their online dealings and supersedes all previous agreements or representations in relation to its subject matter (and, to the extent that you are a User participating in the Ambition Institute Programme, this Agreement applies in addition to your agreement with Ambition Institute governing participation in such Programme). Each Party agrees that in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
4.0 The Website
4.1 Ambition Institute has developed the Website and agrees to make it available to the User using reasonable skill and care and to a standard conforming to generally accepted industry standards and practices.
4.2 Subject to the User’s compliance with this Agreement, Ambition Institute grants the User a non-exclusive, non-transferable, non-sublicensable right to access and use the Website for the User’s individual use and educational purposes only.
4.3 Ambition Institute reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, the Website (or any part of the Website) for any reason with or without notice.
4.4 The User agrees not to:
(a) use the Website or access to it for any fraudulent or unlawful purpose;
(b) use the Website or access to it to impersonate any person or entity, falsely state or otherwise misrepresent its affiliation with any person or entity, or express or imply that the Ambition Institute endorses any statement the User makes;
(c) interfere with or disrupt the operation of the Website or access to it;
(d) transmit or otherwise make available in connection with the Website or access to it any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
(e) restrict or inhibit the ability of any other person to access or use the Website;
(f) use the Website or access to it for any commercial purposes, other than solely for the User's personal use or educational purposes;
(g) display, circulate, publish, retransmit, redistribute, reproduce, duplicate, copy, sell, resell or otherwise exploit, or provide any kind of access to all or any part of the Website;
(h) copy, modify, publish, distribute, make available, enhance or translate the Website or any part of the Website;
(i) remove, obscure or modify any copyright, trade mark, or other proprietary rights notice from the Website;
(j) decompile or disassemble any portion of the Website or the components of the Website unless Section 50B of the Copyright, Designs and Patents Act 1988 or other applicable law confers on the User any right to decompile or disassemble any portion of the Website or the components of the Website;
(k) create a database by systematically downloading and storing all or any part of the Website; and/or
(l) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather or reproduce the Website or circumvent the navigational structure or presentation of the Website. or
5.0 Ownership
5.1 The User warrants, represents and undertakes that all User Material is the User's own original work and that such use will not infringe the rights of any third party, or, the User owns or has a valid licence to use, and will for the duration of this Agreement own or have a valid licence to use, any and all User Material, and that such use will not infringe the rights of any third party.
5.2 The User warrants that whenever it makes contact with other Users of the Website, that it will comply with the Rules of Acceptable Use, set out below. The User indemnifies Ambition Institute for any breach of this warranty.
5.3 The Parties further confirm and agree that Ambition Institute and/or its licensors own, and will at all times own, the Website, and all Intellectual Property Rights in the Website. Save with respect to User Material, Ambition Institute and/or its licensors also own all reports, information and other data included in or accessed via the Website, and all Intellectual Property Rights in such reports, information and other data.
5.4 The User hereby grants Ambition Institute a worldwide, non exclusive, transferable, sub licensable, perpetual, royalty-free, fully paid-up licence during and after the term of this Agreement to copy, modify, distribute, publish, exploit, make available or otherwise use the User Material that is transmitted or posted to the Website, for any purposes relating to Ambition Institute's objectives.
5.5 Except as otherwise granted in this Agreement, the User has no other rights to use the Website or any of Ambition Institute’s Intellectual Property Rights.
6.0 Rules of Acceptable Use
6.1 Comments, message boards, personal profiles and any discussion forums or pages of the Website where the User is capable of posting material (including User Material) are provided for the Users’ private, non-commercial and educational use and for the exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Website that is inconsistent with those stated purposes is strictly prohibited.
6.2 The User’s use of these forums and the Website generally is subject to the following rules which, the User is deemed to accept by use of the forums and the Website (and which amount to a non-exhaustive list of prohibited acts):
6.3 The User must not:
(a) use obscene or offensive language or post obscene or offensive User Material;
(b) share or submit any User Material which is defamatory, abusive, discriminatory or hateful or which applauds, encourages or entices abuse, discrimination or hate;
(c) use the Website for any illegal or unlawful purpose. The User must comply with these Terms of Use at all times and with all applicable laws and regulations;
(d) share or submit any User Material on the Website which has been disclosed to it in confidence or which, by its nature, is confidential;
(e) share or submit any User Material on the Website (including contact details, last names, telephone numbers, street addresses or other identifying information of private individuals or public figures) which compromises the privacy or security of anyone other than the User himself;
(f) share or submit any User Material which may encourage criminal conduct or which may give rise to civil liability, or which is otherwise unlawful;
(g) share or submit User Material belonging to any person (or any material where the rights belong to any person) other than the User himself without the prior written consent of the owner of it;
(h) share or submit User Material where the use by Ambition Institute, or any third party licensed or permitted by Ambition Institute, will give rise to any third party claims;
(i) directly or indirectly suggest any endorsement or approval by Ambition Institute of a product, service, content or any belief or opinion expressed within a product or service;
(j) place any links on the Website where those links take users to unlawful material or material that otherwise contravenes these Rules of Acceptable Use;
(j) place on the Website advertisements nor make commercial solicitations nor use our site for any commercial purposes (which would include using the Website to promote or encourage the sale of the User’s goods/services);
(k) use the Website to solicit information from anyone under the age of 18;
(l) impersonate another person or create a false or misleading identity for the purpose of misleading others as to the User’s identity, or to collect information about other users;
(m) share or submit User Material containing any spy ware, adware, viruses, corrupt files, worm programmes or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
(n) alter, adapt, modify, copy or create a derivative work from the User Material; or
(o) share or submit any User Material that authorises, enables or encourages the dissemination of junk mail or chain letters.
6.4 Ambition Institute accepts no responsibility for any statements, material (including User Material) or other submissions placed on the online forums by the User or any third party, or for any loss or damage resulting from the User’s breach of these Rules of Acceptable Use.
6.5 Ambition Institute reserve the right to edit or remove any material and User Material shared or submitted using the Website, for any reason whatsoever.
6.6 Notwithstanding Ambition Institute’s rights under these Terms of Use in relation to User Material, Ambition Institute does not undertake to monitor the submission or publication of User Material or users' use of the Website.
7.0 Linking to and from Third Party website(s)
7.1 From time to time, the Website may include links to third party websites. These links are provided for the User's convenience only and do not signify that Ambition Institute endorses such third party websites.
7.2 Ambition Institute does not review such third party websites and the User acknowledges and agrees that:
(a) Ambition Institute is not responsible for such websites, including the terms on which such websites are made available and the privacy policies of such websites, and does not control their content or availability;
(b) Ambition Institute makes no representation, warranty or condition, either express or implied, in relation to any goods or services or information received from such websites; and
(c) if the User accesses any such websites, it does so entirely at its own risk.
7.3 The User may include links to the Website on another website providing the User acknowledges and agrees the following:
(a) Ambition Institute is not liable to the User for any loss the User suffers as a result of such links;
(b) Ambition Institute does not promise that the Website will be continuously available (and therefore such links may not always work);
(c) the User will not insert such links on any website which contains any content which is illegal, infringes any rights, such as the intellectual property rights, of any third party or contains any adult content;
(d) the User will not use such links in any way to imply partnership, affiliation, endorsement, or sponsorship of any service or product or which may bring Ambition Institute into disrepute;
(e) Ambition Institute's consent to such links does not constitute any grant of any rights in the Website to the User or any third party; and
(f) Ambition Institute's reserves the right to object to any such links and require the User to remove them.
8.0 Privacy and account password and security
8.1 The Parties agree to comply with Ambition Institute's Privacy Policy, a copy of which is located at Ambition Institute Data Protection Policy , which is hereby incorporated by reference into this Agreement.
8.2 If you have enrolled on a Ambition Institute programme, you may create an account, with a username and password. The User agrees to:
(a) provide true, accurate, current and complete information as prompted by the relevant registration form; and
(b) maintain up-to-date registration data (by sending an appropriately worded email to Ambition Institute) to keep it true, accurate, current and complete.
8.3 You are responsible for maintaining the confidentiality of your password and access to your account, and are responsible for all activities that occur under your account, including use of your account by third parties. You agree not to leave your computer unattended while you are logged in with your account. You agree to immediately notify us of any unauthorised use of your account or of any other breach of security. We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause 8.2 or from any unauthorized access to or use of your account.
9.0 Notice and Takedown
9.1 If you are a rights owner (or acting on behalf of a rights owner) and believe that any User Material infringes your copyright, you must provide Ambition Institute with a written notice by email to Ambition Institute which states:
(a) that you are the rights owner or are authorised to act on the rights owner's behalf;
(b) that you have identified User Material on the Website which infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act, if applicable) and you believe in good faith that use of the User Material in the manner complained of is not authorised by you, the rights owner's agent or by law;
(c) a description of the copyright work that you claim has been infringed which should include, the type of work (such as a photograph or a video clip) and any relevant further details;
(d) a description of the way in which the copyright material has been infringed;
(e) information reasonably sufficient to permit Ambition Institute to locate the User Material in question on the Website (including a URL specifying the date the Website was accessed and/or a screen shot);
(f) information that will enable Ambition Institute to contact you, such as your name, a postal address, telephone number and, if available, an email address (these contact details may also be provided to the alleged infringer so that they may contact you directly, in order to attempt to resolve the complaint amicably);
(g) your electronic or physical signature (which may be a scanned copy); and
(h) that the information in the notification is true and accurate.
9.2 This 'notice and takedown' procedure is regulated by statute. There may be negative consequences if you falsely allege User Material is infringing copyright or send a copyright infringement notice to Ambition Institute in bad faith. It is advisable to take legal advice before sending a copyright infringement notice, if you are unsure about your rights in the User Material, or whether there has been an infringement of your rights.
9.3 Ambition Institute has a policy of terminating the user accounts of repeat copyright infringers. A repeat infringer is a user who has submitted two or more items of User Material for which Ambition Institute receives a copyright infringement notice in accordance with this section. If a user’s account is terminated in accordance with this provision then, that User must not register or attempt to register a new user account. The User agrees to keep Ambition Institute fully and effectively indemnified and hold Ambition Institute harmless for all liability that may be incurred as a result of a breach of this clause.
10.0 Termination
10.1 This Agreement shall continue in force until it expires or is terminated in accordance with its terms.
10.2 Ambition Institute may modify, suspend or discontinue any service offered on the Website or any part of it (including the availability of any features of or pages on the Website) at any time and without notice or liability to the User.
10.3 Ambition Institute is also entitled to immediately suspend or terminate the User’s membership or access to any part of the Website at any time if the User breaches these Terms of Use.
10.4 Either Party may terminate this Agreement for any or no reason on giving the other three months’ written notice.
10.5 Termination or expiry of this Agreement will not affect Ambition Institute's or the User’s accrued rights and remedies.
10.6 On termination or expiry of this Agreement:
(a) all rights granted to the User under this Agreement, including, without limitation, the User’s right to use the Website under Clause 4.2, will immediately cease;
(b) Ambition Institute shall have no obligations to the User in relation to any data or the Website (including, without limitation, any obligation to host, maintain or archive any data for the User); and
(c) the User agrees immediately to cease use of the Website. 10.7 Clauses 1, 2, 3, 4.3, 4.4, 4, 5, 7.1, 7.2, 8, , 10, 11, 12, 13, 14, 15 and 16 will survive the expiry or termination of this Agreement.
11.0 Liability
11.1 Save as expressly provided in this Agreement, the Website is provided to the User on an “as is” basis and Ambition Institute disclaims and does not accept any liability to the User in respect of it or otherwise. It is the User’s responsibility to ensure that the Website is suitable for the User's intended purposes. Ambition Institute accepts no liability as to the suitability or fitness of the Website in meeting the User’s needs and Ambition Institute excludes to the fullest extent permissible by law all express or implied warranties, representations, conditions or terms, including, without limitation:
(a) that access to the Website will be uninterrupted or error-free;
(b) that the Website or the computer server from which the Website are made available, are free of viruses or other harmful components; and
(c) to the accuracy, content, timeliness, completeness, reliability, quality or suitability of any content contained in or delivered via the Website or otherwise made available in connection with the Website.
11.2 The User also acknowledges and agrees that the operation of the Website is dependent upon the proper and effective functioning of the internet and other third party equipment and services, and that Ambition Institute does not guarantee and will not be liable for these in any way.
11.3 Notwithstanding Clauses 11.1 and 11.2 above, Ambition Institute accepts liability for:
(a) death or personal injury caused by its negligence, or that of its employees acting in the course of their employment;
(b) any fraudulent pre-contractual misrepresentations made by Ambition Institute upon which the User can be shown to have relied; and
(c) any other liability which by law Ambition Institute cannot exclude.
11.4 Subject to Clauses 11.3 Ambition Institute shall not be liable to the User for any special, indirect or consequential losses or damages, or any loss of data, profits, revenues, business, reputation or goodwill.
11.5 Ambition Institute’s only liability in respect of the representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.
11.6 The User will be liable for and will indemnify and keep Ambition Institute (together with its employees, directors, sub-contractors and agents) indemnified from and against any and all claims, demands, proceedings, costs, charges, damages, loss and liability whatsoever incurred or suffered by Ambition Institute whether direct, indirect or consequential (including without limitation any economic loss or other loss of data, profits, revenues, business or goodwill) arising out of any dispute, claims or proceedings brought against Ambition Institute which relate to:
(a) the User’s use of the Website;
(b) the infringement by the User or any user authorised or purportedly authorised by it to use the Website of:
i any of these Terms of Use;
ii any applicable laws
iii any Intellectual Property Rights of Ambition Institute or any third party; or
iv Ambition Institute's rights in its Confidential Information, and
(c) any claim arising out of Ambition Institute's use (including, without limitation, provision to third parties) of the User Material.
11.7 Subject to Clauses 11.3 and 11.4, Ambition Institute's total aggregate liability to the User under this Agreement shall not exceed £500.
12.0 Assignment and sub-contracting
12.1 The User shall not be entitled to assign, transfer or novate its rights and obligations under this Agreement without Ambition Institute's prior written consent. The User agrees that Ambition Institute may, without the requirement for further written consent, assign, transfer or novate this Agreement and any of its rights and obligations under it to any member of its corporate group and/or to a purchaser of all or substantially all of its business or assets but that it may not otherwise assign, transfer or novate this Agreement or any of its rights and obligations under it without the User’s prior written consent.
12.2 The User agrees that Ambition Institute may, without the requirement for further written consent, sub-contract any of its obligations under this Agreement to a third party supplier, providing always that such sub-contracting will not relieve Ambition Institute of such obligations to the User.
13.0 Amendment and waiver
13.1 Subject to Clause 1.5, any changes to this Agreement will only take effect if agreed in writing by both Parties.
13.2 The waiver (which must be in writing) on a particular occasion by either Party of any rights under this Agreement does not imply that other rights are waived.
14.0 Notices
All notices which either Party is required to give to the other under this Agreement shall be in writing and shall be sent to the address for the other Party given in this Agreement, or such alternative address as such other Party may have provided to the notifying Party in writing from time to time.
15.0 Third parties
A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
16.0 Governing law, jurisdiction and validity
16.1 This Agreement will be governed by and construed in accordance with English law and the Parties agree to submit to the exclusive jurisdiction of the English courts.
16.2 If any part of this Agreement is held by a court to be invalid, unenforceable or illegal, the Parties agree that the remainder of this Agreement shall stand.