Terms & Conditions
REGISTRATION TERMS AND CONDITIONS AND TERMS OF USE - myIMZ.com
(Originally posted: 01/10/2007 & Last updated: 12/02/ 2008)
THE MEMBER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 11
ATTENTION: these Terms and Conditions apply to the entire contents of this website under the domain name www.myIMZ.com
Please read them carefully before using the Web Site. Using this Web Site indicates that you accept these Terms and Conditions. If you do not accept these Terms and Conditions, do not use the Web Site.
1. Interpretation
In these Terms and Conditions:
1.1. “Agreement” the agreement between Intramezzo and the Member for the provision of the Services subject to these Terms and the Intramezzo Privacy Policy;
1.2. “Member” the private individual, who registers on the Web Site and who uses the Services and agrees to be bound by these Terms;
1.3. “Information” shall include but shall not be limited to:
1.3.1. details of members for networking purposes;
1.3.2. interim project opportunities information;
1.3.3. access to industry experts & services.
1.4. “Intellectual Property Rights” all vested, contingent and future intellectual property rights including but not limited to copyright, trade marks, trade names, patents, service marks, design rights (whether registered or unregistered) know-how, trade secrets, inventions, get up, database rights, logos, graphics, photographs, animations, podcasts, videos and texts and any applications for the protection or registration of these rights and all renewal and extensions thereof existing in any part of the world whether now known or in the future created to which Intramezzo may be entitled and other intellectual property rights created, developed, subsisting or used in or in connection with the Web Site;
1.5. “Link” a hypertext link from the Web Site to the a third party’s site;
1.6. “Intramezzo” Intramezzo Limited and any of its authorised agents;
1.7. “Registration” the registration by the Member for the Services;
1.8. “Registration Fee” the fee payable by the Member for the Services;
1.9. “Registration Form” the registration form set out on the Web Site and to be completed by the Member;
1.10. “Service(s)” the access by the Member to the Information and any other services in accordance with these Terms;
1.11. “Start Date” the day upon which the Members Registration Form is accepted by Intramezzo;
1.12. “Web Site” the web site under the control and operations of Intramezzo which appears on the World Wide Web under the domain name www.myIMZ.com and which expression includes all text, graphics, images, code, data and other material on the Web Site.
2. Introduction
2.1. myIMZ provides the Services to you, (hereinafter referred to as the “Member”) subject to the following terms and conditions (“Terms”).
2.2. These Terms apply to all Registrations and/or any access to the Web Site. These Terms are deemed incorporated into each Registration accepted by myIMZ and every visit to the Web Site by the Member.
2.3. Registration by the Member shall be deemed to be an offer by the Member to use the Services subject to these Terms. Subject to any variation under clause 2.4 the Agreement will be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Member claims to apply under any order, confirmation of order, specification or other document).
2.4. myIMZ may revise these Terms at any time by updating this posting. Members should check the Web Site from time to time to review the current Terms and Conditions because they are binding on Members.
3. the services
3.1. The Web Site is an online service offered to enable professionals find and connect with other professionals.
3.2. The Web Site is operated by Intramezzo Limited, whose Registered Office is at: Adam House, 7–10 Adam Street, London, WC2N 6AA. (Company No: 04632772; VAT No: 807150553).
3.3. Viadeo the site extension which partners the Web Site is produced and managed by Viaduc SA. Members who use the Service to establish a presence on Viadeo agree to acknowledge and work within Viadeo’s terms and conditions. Viaduc SA, BP 90147, 75363, Paris, cedex 08, France.
4. Members - Joining myIMZ
4.1. Private individuals, firms, companies or entities who register on the Web Site become Members.
4.2. In the case of private individuals, Members must be at least 18 years of age.
4.3. Members will be entitled to access myIMZ’s database which will include but shall not be limited to access to the Information and other associated services.
4.4. The Member agrees not to interfere with the Service provided by myIMZ by any means including but not limited to, viruses, overloading, flooding or spamming.
4.5. The Member agrees not to use the e-mail communication system:
4.5.1. to e-mail or otherwise transmit content that is unlawful, fraudulent, harmful, threatening, abusive, indecent, defamatory, vulgar, obscene, libellous, hateful, or racially, ethnically or otherwise objectionable;
4.5.2. to directly or indirectly, harm minors in any way or allow or permit such harm to occur;
4.5.3. to e-mail or otherwise transmit any content that the Member does not have a right to transmit under any law or under contractual or legal relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
4.5.4. to e-mail or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
4.5.5. to e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any third party;
4.5.6. to e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
4.5.7. to “stalk" or otherwise harass another; or
4.5.8. to monitor and intercept e-mail.
4.6. In the event that the Member is a consumer, the Member’s statutory rights are not affected.
5. Registration
5.1. The Member agrees to register for the Initial Term in accordance with clause 8.1 and pay where applicable the Registration Fee. The Services shall be available to the Member from the Start Date or if later upon receipt of the Registration Fee.
5.2. Where the Member is a Consumer, the Member may cancel their Registration by written notice to Intramezzo within 7 working days from the day after the Member accepts these Terms (the “Cooling Off Notice”). Unless the Cooling Off Notice is correctly served and received pursuant to this clause, the Member will be liable to make payment in full respect of their Registration. In the event that performance of the Services begins before the expiry of the 7 working day period the Members right to cancel shall be at Intramezzo’s sole discretion.
5.3. The Member undertakes to register on the Web Site using true and accurate information, including correct name, address and any other requested details.
5.4. Upon Registration the Member shall be sent a user name and password. These must not be communicated to or shared with third parties. In no case will myIMZ be held responsible for the loss of the Member’s user name and/or password. In the event that a Member misuses their user name and password, myIMZ reserves the right to terminate the Member’s account without prior notice.
5.5. myIMZ will not check the identity of people registering for the Services. myIMZ will not be responsible for any alleged or actual identity theft. If a Member believes that someone is using their account or identity, they must inform Intramezzo immediately by post at the aforementioned address.
5.6. In the event that the Member is asked for, and provides, details of a credit, debit or charge card the Member must ensure that they:
5.6.1. are fully entitled to use such credit, debit or charge card; and
5.6.2. have available funds sufficient to cover the charges which are deducted from it.
5.7. For the avoidance of doubt any cancellation of Registration must be made in writing and acknowledged by Intramezzo in writing.
6. Use of myIMZ
6.1. Once registered, the Member will be granted access to the Services. The price and payment terms and conditions for the Services are available on the Web Site during introduction.
6.2. By using the Web Site, Members are responsible for any activity or communication the Member makes in connection with the Service. In particular the Member agrees:
6.2.1. to comply with the applicable laws in force and to respect the rights of third parties as well as the present provisions;
6.2.2. to deal in good faith with myIMZ and other users;
6.2.3. to respect the intellectual property of myIMZ, other users and third parties;
6.2.4. to use the Services only for their intended purposes;
6.2.5. not to overload or reduce the access to the Services;
6.2.6. not to send myIMZ or other members any data or private information which if disclosed could be prejudicial to the Member;
6.2.7. not to distribute data or contents that are untrue or misleading or appear to be offensive, threatening, obscene, pornographic, false, unreliable or misleading;
6.2.8. not to take part, directly or indirectly, in the implementation or in the development of a network designed to implement practices comparable to multilevel marketing (MLM) network-based sales. Moreover, the recruiting of independent door-to-door salespersons (IDS) for the purpose of creating such a network or other similar practices is prohibited;
6.2.9. use the Service for any illegal purpose, including but not limited to conspiring to violate laws.
7. Price and Payment
7.1. Unless otherwise agreed by Intramezzo in writing details of the Registration Fee and any discounts or promotions applicable to Registration shall be set out in the Web Site from time to time.
7.2. The Member will provide payment details at the same time as the submission of the Registration Form.
7.3. Intramezzo shall have the right to change its scale of rates for Registration or withdraw any special offers, discounts or promotions at any time without notice to the Member.
7.4. No payment shall be deemed received until Intramezzo has received cleared funds.
7.5. The charges shall be exclusive of any value added tax (“VAT”) of which amounts the Member will pay when it is due to pay the charges.
7.6. All payments payable to Intramezzo under the Agreement shall become due immediately upon termination of this Agreement.
7.7. The Member shall not be entitled to a discount for the early settlement of any payment by the Member.
8. Period of Subscription - Terminating your Account
8.1. The Agreement for Registration shall come into force for an initial period of 12 months from the Start Date (the “Initial Term”).
8.2. At the end of the Initial Term, Registration will be automatically renewed for a further identical period.
8.3. Any renewal will be at Intramezzo’s sole discretion. The rates applicable to the renewal period (if any) are subject to change by Intramezzo from time to time in its absolute discretion.
8.4. The Member can end automatic renewal of its Registration at any time by clicking the link in the 'My Profile' section on myIMZ or by following the procedure described below.
8.5. To delete your myIMZ account at any time without having to provide any notice.
8.5.1. Connect onto the site and insert your username and password to log on.
8.5.2. Click on the 'My profile' tab.
8.5.3. Select 'Amend Profile'.
8.5.4. Click on 'Delete Membership'.
8.5.5. Confirm to Delete Membership.
8.6. Intramezzo may terminate the Agreement at any time by giving the Member 1 month’s prior written notice.
8.7. Termination of Registration will be effective within 24 hours of Intramezzo receiving notice.
8.8. Intramezzo may terminate the Agreement forthwith at any time by written notice if:
8.8.1. it believes in its reasonable opinion that the Member is in breach of this Agreement and in the case of a breach capable of remedy fails to remedy such breach within 30 days of being notified by Intramezzo; or
8.8.2. the Member has not connected to the Service for a period of 6 (six) months or more; or
8.8.3. the Member ceases trading or is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of winding the Member up or the Member enters into liquidation, whether compulsorily or voluntarily, or compounds with its creditors generally or has a receiver appointed of all or any part of its assets.
8.9. Termination or expiry of the Services for any reason (other than withdrawal of the Services by Intramezzo) will not entitle the Member to any refund of Registration Fee nor will it affect any accrued rights or liabilities of either party nor will it affect the coming into force or the continuance in force of any of these conditions which is expressly, or by implication, intended to come into or to continue in force on or after termination or expiry.
8.10. Termination, howsoever or whenever occasioned shall be subject to any rights and remedies Intramezzo may have under these Terms or in law.
8.11. The following clauses shall survive termination of these Terms clauses 1, 7, 9, 10, 11, 12, 17, 18 and 21 inclusive.
9. Data Confidentiality/Privacy Policy
9.1. Data and any further information which Intramezzo collect about the Member will be stored and used in accordance with Intramezzo’s Privacy Policy. Intramezzo’s Privacy Policy http://www.myimz.com/privacypolicy.asp forms part of these Terms. By agreeing to these Terms, the Member consents to the way Intramezzo may handle the Member’s personal data.
10. Intellectual Property
10.1. The Member acknowledges that all Intellectual Property Rights in and relating to the Web Site are owned by Intramezzo. The Member may not copy, distribute, show in public or create any derivative work from the Web Site, or any of the material which is found on the Web Site unless properly licensed to do so by Intramezzo.
10.2. “INTRAMEZZO” and its logos are proprietary to Intramezzo. The Member does not have the right to use or reproduce these without Intramezzo‘s prior written authorisation.
10.3. Usage rights are only granted by myIMZ under digital format on the Members computer for the purpose of viewing the pages accessed by the Members browser. Hardcopy printing is authorised for exclusive private purposes. Any other use is prohibited without the prior consent of myIMZ.
10.4. The Member acknowledges that any other content contained in sponsor advertisements or information presented through the Web Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
10.5. myIMZ is licensed to use the intellectual property rights associated with the content provided by Members for the purpose of communication on the Web Site. This licence specifically grants myIMZ the right to reproduce, represent, adapt, translate, digitize, use for advertising, commercial or non commercial purposes, to sub-license or surrender any of the Members content.
10.6. The Member expressly authorises myIMZ to modify the aforementioned content to respect the graphic appearance of the Web Site or other communications media cited above and/or make it compatible with its technical performance requirements or the formats of related media.
10.7. For the avoidance of doubt, nothing in the Agreement and the Member’s access to and use of the Information does not confer or grant or transfer to the Member:
10.7.1. any copyright or proprietary rights in the Information; or
10.7.2. any Intellectual Property Rights in any software, software tools, design concepts, know how, techniques or systems which Intramezzo use in producing the Information and providing the Services the ownership of which remains absolutely with Intramezzo.
10.8. The Member will not acquire nor will the Member attempt to register any Intellectual Property Rights in the Information. The Member may view, print and use the Information solely for its own use, but any other proposed use of the Information requires a separate copyright licence.
10.9. The Member will give Intramezzo every reasonable assistance, including unlimited access to all relevant records and files to enable Intramezzo to obtain, defend and enforce the proprietary and Intellectual Property Rights in the Information and the Services.
11. Limitation of liability - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE
11.1. In this Clause 11 the following shall mean an “Event of Default”:
11.1.1. any breach by myIMZ of its contractual obligations arising under the Agreement (other than a breach arising from wilful default or recklessness);
11.1.2. any misrepresentation by myIMZ in connection with (whether or not contained in the Agreement) myIMZ(other than a fraudulent misrepresentation);
11.1.3. any tortious, act or omission, including negligence, arising in connection with the myIMZ’s performance under the Agreement (other than any act or omission which is fraudulent or dishonest); and/or
11.1.4. any other act giving rise to a liability in respect of the Agreement.
11.2. myIMZ shall not be liable for any delay or failure to provide the Services agreed to be supplied under the Agreement and or Event of Default caused by:
11.2.1. any act or omission of the Member which is contrary to its obligations under the Agreement; and/or
11.2.2. any failures of any third parties to provide the Services.
11.3. Subject to clause 11.8 myIMZ shall not be liable to the Member in respect of any Event of Default for:
11.3.1. loss of profits; or
11.3.2. loss of business; or
11.3.3. depletion of goodwill and/or similar losses; or
11.3.4. loss of anticipated savings; or
11.3.5. loss of goods; or
11.3.6. loss of use; or
11.3.7. loss or corruption of data or information;
11.3.8. any special, indirect, consequential or pure economic loss, costs, damages (including loss or damage suffered by the Member as a result of an action brought by a third party), charges or expenses
even if such loss was reasonably foreseeable or myIMZ had been advised of incurring the same.
11.4. Subject to clause 11.8 myIMZ’s aggregate liability to the Member in respect of all Events of Default shall be limited to 1.5 times the aggregate Registration Fee paid by the Member in accordance with the Agreement or (where the agreement operates for more than 12 months) the Registration Fee shall be deemed to be the average sum paid to myIMZ in a 12 month period of the Agreement.
11.5. If a number of Events of Default give rise substantially to the same loss or a number of Events of Default flow from the same defect then such Events of Default shall be regarded as giving rise to only one claim under this agreement.
11.6. The Member hereby agrees to afford myIMZ not less than 60 days (following notification thereof by the Member) in which to remedy any Event of Default hereunder.
11.7. Nothing in this clause 11 shall confer any right or remedy upon the Member to which it would not otherwise be legally entitled.
11.8. Notwithstanding any other provision under the Agreement or otherwise each party’s liability to the other for:
11.8.1. death or personal injury resulting from its own or its employees’, agents’ or sub-contractors’ negligence; and/or
11.8.2. any breach of its obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and/or
11.8.3. in relation to any fraudulent misrepresentation or fraudulent acts of it employees
shall not be limited or excluded.
11.9. Intramezzo shall not be liable for any delay or failure to provide the Services caused by:
11.9.1. errors in programs or operating instructions in connection with any software;
11.9.2. any interruptions to or deterioration’s or defects (including incompatibility with any other system or software or other lack of functionality) in the software;
11.9.3. any act or omission of the Member which is relative to its obligations under this Agreement;
11.9.4. any failures of the Member to provide accurate detail on the Registration Form;
11.9.5. any failure by a third party to provide the Information; and
11.9.6. down time of the computer systems caused by suppliers of third party computer services.
11.10. In addition to the provisions set out in clause 15, certain Links on the Web Site may lead to resources located on servers maintained by third parties over whom Intramezzo has no control. Intramezzo accepts no liability arising from access to or use of any material contained on those servers. In addition in the event that any third party sites are linked to or from the Web Site, this does not indicate that Intramezzo endorses or has any responsibility for the site in question or anything which appears on it.
12. Delivery of Services/Warranty of Information
12.1. The Member will be able to access the Services from a web browser.
12.2. The Member acknowledges and agrees that the Service is provided "AS IS" and that the operation of the Internet is beyond the control of Intramezzo and therefore Intramezzo assumes no responsibility for the timeliness, deletion, mis-delivery or failure to provide the Services including but not limited to the Information.
12.3. Intramezzo does not warrant that the Member will have uninterrupted access to the Services nor that the Service will be available all the time or at any particular time.
12.4. Intramezzo will use all reasonable skill and care in the provision of the Services, but Intramezzo does not warrant that the Information will be fit for the Member’s particular purpose.
12.5. Intramezzo does not warrant the completeness or accuracy or error free nature of the Information nor that errors in the Information will or can be rectified.
12.6. Intramezzo reserves the right at any time and from time to time to withdraw or modify suspend or terminate the Service (or any part of it) where they have legal or technical reasons to do so (including technical difficulties experienced by Intramezzo or on the Internet). There may also be times when the Service becomes unavailable, whether on a scheduled or unscheduled basis.
12.7. The Member agrees that Intramezzo shall not be liable to the Member or to any third party for any delay in the Service as a result of such modification, suspension or termination of the Service.
12.8. The Member must obtain access to the World Wide Web, either directly or through devices that access web-based content, and the Member must pay any service and/or telephony fees associated with such access. In addition, it is the Member's sole responsibility to ensure that the Member’s computer hardware and software is suitable for accessing the e-mail communication service.
12.9. Time will not be of the essence in respect of the Services.
13. Misuse of the Service
13.1. Intramezzo reserves the right to suspend or terminate the Member’s access to the Service, or parts of it if the relevant Member appears to Intramezzo to be in breach of any provision of these Terms. Any individual, firm, company or entity whose access has been suspended or terminated must not re-register for, or re-access, the Web Site without the prior consent of Intramezzo.
14. Additional Services
14.1. From time to time Intramezzo may offer new or additional services to the Member. The Members’ use of such new or additional services is at Members’ sole discretion and the Member acknowledges that such new or additional services may be subject to additional terms and conditions and charges.
15. Trusted Supplier Programme
15.1. myIMZ uses a network of third party suppliers to offer additional products and services to Members via the Web Site (Third Party Services).
15.2. myIMZ shall use reasonable care to monitor third party suppliers who offer Third Party Services to Members. Members are encouraged to provide regular feedback about each supplier and the Third Party Services to assist myIMZ in maintaining an appropriate level of service and ongoing value to Members.
15.3. myIMZ does not offer any guarantee or warranty in relation to the Third Party Services and will not be responsible for any failure of any third party to deliver the Third Party Services.
15.4. myIMZ accepts no liability arising from access to or use of any third party web site offering Third Party Services.
15.5. myIMZ may at any time:
15.5.1. withdraw the Third Party Services without prior notice to Members where myIMZ in its sole opinion deems such withdrawal necessary; and
15.5.2. withdraw or offer additional Third Party Services.
16. Assignment
16.1. Intramezzo may at any time assign or novate or subcontract any or all of its benefits or rights and/or obligations under this Agreement to any person.
16.2. The Member may not assign, sub-licence or transfer any of its rights under these Terms without the prior written consent of Intramezzo such consent not to be unreasonably withheld.
17. Entire Agreement.
17.1. It is acknowledged and agreed that this Agreement (including the documents and instruments referred to herein) (“the Documents”) shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto;
17.2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
17.3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
18. Third Party Rights
18.1. Only the parties to the Agreement shall be entitled to enforce its terms and accordingly, no person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms
19. Force Majeure
19.1. Intramezzo shall not be liable for any delay in performing, or non-performance of any of its obligations under the Agreement if such a delay or non-performance is caused by circumstances beyond the reasonable control of Intramezzo.
20. Severability
20.1. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
21. Law
21.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. All disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.