Terms Of Service

Apr 16, 2024

We are Bethel Consulting Group Limited, doing business as Bethel Consulting and occasionally under the personal names Luis Perez and Fabiola Dominguez, either with or without linguistic variations (e.g., Lewis/Luis for Luis Perez, and the use or omission of accents such as Perez/Pérez), a company registered in the United Kingdom at Suite 2A Blackthorn House, St Pauls Street, Birmingham, West Midlands B3 1RL ('Company', 'we', 'us', or 'our').

We operate the website https://bethel.consulting (the 'Site'), as well as any other related products and services that refer or link to these legal terms (the 'Legal Terms') (collectively, the 'Services').

You can contact us by email at legal@bethel.consulting.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ('you'), and Bethel Consulting Group Limited (individually, a 'Party' and collectively, the 'Parties'), concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference.

We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the 'Last updated' date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

These terms are designed for incorporation into any formal agreement, whether by reference, as an appendix, or as an attachment. Should these terms not be directly incorporated by reference, it is advisable for the Parties to undertake a review and, if necessary, modify them to ensure alignment with the specific provisions and context of the principal agreement to which this document is attached. This process is intended to establish a consistent, stable foundation for mutually agreed terms.

REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside and you are at least 18 years old; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorised purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend, terminate and refuse any and all current or future use of the Services (or any portion thereof) and no refund will be provided.

OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

AVAILABILITY

Service Provision

The availability of our Services is contingent upon various factors, including resource allocation, demand, and operational capacity. While we strive to ensure the continuous availability of our Services, their provision is subject to current availability.

Discontinuation of Services

We reserve the right to suspend, refund or discontinue any of our Services at any time for any reason. We commit to acting in good faith and, where feasible, providing advance notice to minimize inconvenience.

Price Changes

We reserve the right to change or update our Prices for all Services at any given time, for any reason, without prior notice. Unless otherwise stated in these Legal Terms.

Pricing Stability

Agreed prices for our Services, once confirmed between both Parties, will not be subject to change. This commitment ensures pricing stability and transparency for services that have been mutually agreed upon.

Price Estimations and Non-Agreed Prices

Price estimations or quoted prices that have not been formally agreed upon are subject to change. Such prices may have their own expiration terms as specified at the time of the quote. In cases where no specific terms are provided, prices remain valid as estimates that were provided to the best of our capacities, and are subject to revision. We encourage you to seek pricing confirmation to secure the quoted rates or rate ranges.

INTELLECTUAL PROPERTY RIGHTS

Your intellectual property

We recognize the importance of intellectual property rights and the value of the work product created for you. Accordingly, we hereby affirm that all materials developed for you in the course of our engagement, including but not limited to software code, databases, designs, documentation, reports, and any other deliverables, is work you have hired us to do and shall become your exclusive property upon full payment for the services rendered.

This clause is intended to assure you that any and all outputs generated, innovations conceived, and solutions developed as a result of the Services, including all related intellectual property rights, will be transferred to and vested in you. This encompasses all tangible and intangible deliverables produced during the engagement, as well as any ancillary materials created in the process of delivering the final product.

To provide comprehensive coverage, this ownership transfer includes, but is not limited to:

All coding elements, database schemas, user interfaces, algorithms, and project management artifacts developed specifically for you.
Moreover, it extends to any other creations or innovations that may not have been explicitly listed here but were essential in achieving the project's objectives ("and everything else related thereto").

We are committed to ensuring that you have full ownership and unrestricted use of outcomes, reinforcing our dedication to delivering value and fostering long-term partnerships. Should there be any specific intellectual property concerns or requirements, we encourage open communication to ensure that all deliverables meet your needs and legal expectations.

Our intellectual property

We are the owner or the licensee, and thus retain all ownership and intellectual property rights to, the foundational elements of our Services. This distinction is crucial; it pertains to the broad array of tools, materials, and intellectual properties that are inherent to our Services, not to be confused with the outputs or results generated or created for you from utilizing our Services as a result of this agreement.

Example for Clarity: We might have developed or might develop certain tools, software, or other elements, that can be aimed at enhancing our service delivery capabilities or for operational efficiencies.

These developments, while possibly not created specifically for or during the execution of an agreement, are integral to our ability to deliver our Services with the level of quality you deserve and thus, fall within our ownership and intellectual property rights.

For instance, aiming at enhancing the quality of our Services, we might have created a tool to streamline the secure transfer of secrets between our clients and us. This innovation, prompted by specific contract regulatory constraints, exemplifies our proactive approach to addressing your needs as part of our overall Service proposition and is encompassed within our intellectual property rights.

These foundational elements include, but are not limited to:

All coding elements, database schemas, user interfaces, algorithms, web services, APIs, platforms, and any type of software developed, used and intended for our direct or indirect use, sale, distribution, service provision or enhancement (collectively, our "Systems").
Our website, website designs, audio, video, text, photographs, and graphics provided or utilized within our Services (collectively, our "Content").
Our Trademarks, service marks, and logos (the "Marks").

These elements are integral to our Services, enabling us to deliver unique offerings and / or our Service to our clients. Our ownership of these elements persists regardless of their development timeline in relation to this agreement. This framework ensures our ability to continuously innovate, increment the value of our experience and provide high-quality services, while also clarifying that the direct outputs or results of our Services, tailored specifically for your projects, are distinct from the foundational elements mentioned above.

Our Systems, Content and Marks are protected by licenses, copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Systems, Content and Marks are provided in or through the Services 'AS IS' for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable licence to:

access the Services;
use the Systems to which you have properly gained access and authorisation to use;
download or print a copy of any portion of the Content to which you have properly gained access to;

either for your personal, commercial use, non-commercial use and/or internal business purpose according to their intended and authorised use.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Systems, Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Systems, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to legal@bethel.consulting. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services, Systems, Content, or Marks, you must identify us as the owners or licensors of the Services, Systems, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Systems, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately and no refund will be provided.

Your submissions

Please review all our Legal Terms carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you upload any content through the Services if it applies.

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you submit. By sending us Submissions through any part of the Services you:

confirm that you have read and agree with our Legal Terms and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licences to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AGREEMENTS AND SIGNATURES

Communicating with us through WhatsApp, Telegram, Signal, Slack, Microsoft Teams, SMS, Email, Encrypted Communication (such as, but not limited to, GPG/PGP), Online Forms and other digital methods constitutes electronic communications.

You consent to receive and engage in electronic communications with us.

You agree that all forms of agreements, notices, disclosures, and other communications provided by the parties electronically, regardless of the platform used or email, satisfy any legal requirements for such communications to be in writing, affirming their validity and the good faith underpinning them.

You further acknowledge that verbal agreements or instructions conveyed via telephone calls, Voice over IP (VoIP), any meeting software, or other voice communication tools, protocols or features are deemed valid, even in scenarios where such communications are not recorded. While we reserve the right to record such interactions for quality assurance and reference purposes, the lack of a recording in no way undermines the validity or enforceability of the communication or any agreements formulated during such interactions.

You agree to the use of electronic signatures, contracts, orders, and other records as well as to the electronic delivery of notices, policies and other records of transactions initiated or completed by us or through these communication methods. Furthermore, you waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Moreover, it is expressly understood that the presence of formal digital signatures is not a mandatory condition for the validity of our communications or the agreements emanating from them. In the absence of digitally signed documents, our interactions and the agreements reached, whether verbal or through any of the electronic communication methods aforementioned, are legally binding and conducted in utmost good faith.

This clause is crafted to ensure that our forward-thinking approach is in harmony with your convenience and the effectiveness of our service provision, recognising the wide array of communication and transaction methods enabled by current technology.

EMERGING DOCUMENTS

In the course of our electronic communications and engagements, including but not limited to written communications, telephone calls, Voice over IP (VoIP), meeting software, and other voice or digital communication platforms, it is understood that various documents, notes, graphics, and other forms of material may be created, shared, or refined by us. You recognise these materials, regardless of their format or the medium through which they were generated, as valid outputs of our collaborative efforts with you.

You hereby acknowledge and agree that such materials, arising from or refined during our interactions, are considered an integral part of our service delivery and the agreements therein. These materials, encompassing but not limited to written notes, graphical representations, diagrams, and any other documentation created or enhanced in the context of our discussions or communications, are to be regarded as valid and legally binding elements of our engagement, reflecting the substantive content and agreements reached.

Furthermore, the creation, sharing, and refinement of these materials, through electronic means or otherwise, are deemed conducted in good faith and form part of the legally binding framework of our engagement. This includes the understanding that these materials may serve as a record of agreements, decisions, or instructions agreed upon during our communications.

We commit to ensuring that these documents and materials are handled with the utmost confidentiality and security. By engaging with us, you consent to the creation, use, and validation of such materials as part of our contractual obligations and service delivery processes.

This clause affirms our mutual agreement on the validity and legal standing of documents and materials emerging from our communications, aligning with our commitment to transparency, accountability, and the delivery of high-quality services.

CONFIDENTIALITY

Both Parties acknowledge that in the course of our engagement, either Party might share and receive information that is proprietary or confidential to the other. Such information includes, but is not limited to, business strategies, data, technical processes, software codes, customer and login information, access to platforms, software, or communication tools, and other non-public materials (“Confidential Information”).

Each Party agrees to maintain the confidentiality of such information and not to use it for any purpose outside the scope of our engagement without the prior written consent of the other Party. Confidential Information shall be safeguarded with the same degree of care that each Party uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality under this agreement do not apply to information that: (a) was publicly known at the time of disclosure or becomes publicly known through no fault of the receiving Party; (b) is received from a third party without a breach of any obligation of confidentiality; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the disclosing Party is given reasonable notice of such requirement.

This confidentiality obligation is perpetual and does not expire with the termination of our engagement. It binds the Parties and their successors and assigns, intending that the confidentiality of the Confidential Information be maintained indefinitely.

PAYMENTS AND REFUNDS

By using the Services, you agree to be bound by our Payment Terms and Conditions posted on the Site, which are incorporated into these Legal Terms. You can find them here: https://bethel.consulting/legal/payment-terms.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or Systems or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services or our Systems.
Use any information obtained from the Services, Content or Systems in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorised framing of or linking to the Services or Systems.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services or Systems.
Engage in any automated use of the Systems, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').
Interfere with, disrupt, or create an undue burden on the Services or Systems connected to the Services, including networks and web services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services or Systems designed to prevent or restrict access to the Services, Systems, or any portion of the Services or Systems.
Copy or adapt the Systems, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services or Systems.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services or Systems, or use or launch any unauthorised script or other software.
Use a buying agent or purchasing agent to make purchases on the Services or Systems.
Make any unauthorised use of the Services or Systems, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
Use the Services or Systems as part of any effort to compete with us or otherwise use the Services, Systems and/or the Content for any revenue-generating endeavour or commercial enterprise.

USER GENERATED CONTRIBUTIONS

The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, 'Contributions'). When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services and no refund will be provided.

CONTRIBUTION LICENCE

The Parties agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use, adapt and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site) links to other websites ('Third-Party Websites') as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ('Third-Party Content'). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services and Systems for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services and Systems in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services and Systems.

PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Legal Terms. You can find it here: https://bethel.consulting/legal/privacy-policy.

TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend Services for any reason, you are prohibited from requesting them again under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

FORCE MAJEURE

Neither you or us shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane, or other natural disasters), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labour dispute, strike, lockout, or interruption or failure of electricity or telephone service.

GOVERNING LAW

These Legal Terms are governed by and shall be construed in accordance with the laws of England and Wales, excluding the United Nations Convention on Contracts for the International Sale of Goods, which is expressly not applicable. For clients whose habitual residence is within the European Union (EU) and who are considered consumers, they are additionally afforded protection by mandatory provisions of the law of their country of residence.

In recognition of our global client base, including those located in the United States, Canada, and the Americas, we acknowledge that local laws and consumer rights may also influence how these Legal Terms are interpreted and enforced for those clients. Therefore, while the Parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales, this agreement does not preclude you from seeking protection under the laws and in the courts of your own jurisdiction, should those laws provide additional rights and protections not covered under UK law.

This means you may bring a claim to enforce your consumer protection rights in connection with these Legal Terms in the United Kingdom or, where applicable, in the country in which you reside, including but not limited to jurisdictions in the US, Canada, or the Americas, in accordance with the principles set forth herein.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a 'Dispute' and collectively, the 'Disputes') brought by either Party, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) calendar days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, or invasion of privacy; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

YOUR DATA

We will maintain certain data that you transmit to us for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. While we perform regular routine backups of data, it is your sole responsibility for all data that you transmit or that relates to any activity you have undertaken using the Services.

We prioritise the security and confidentiality of all your data and information, implementing comprehensive security measures and following industry-standard practices on a best-effort basis. Our approach includes the utilisation of password management tools, secret-management tools, encryption for data at rest and in transit, multi-factor authentication, physical security measures for device access, and adherence to zero-trust principles for system access, among others.

Our security framework, designed in alignment with the Open Web Application Security Project (OWASP) guidelines, aims to exceed most international data protection and cybersecurity standards and laws. We are committed to continuously reviewing and enhancing our practices to address evolving threats and ensure the robust protection of client information. However, these efforts are not obligations but reflect our high standards for security and confidentiality.

You acknowledge that the safeguarding of your data is a joint effort that requires cooperation in following recommended security protocols when interfacing with our services. While we are dedicated to applying these security measures rigorously, we cannot assume liability for breaches that result from your failure to adhere to recommended security practices.

Accordingly, you agree that we shall have no liability to you for any loss, corruption, or theft of any such data, and you hereby waive any right of action against us arising from any such loss, corruption, or theft of such data.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR THE NATURE OF THE WORK BEING PERFORMED FOR YOU AS ALL ACTIVITIES ARE CONDUCTED AT YOUR BEHEST AND UNDER YOUR AUTHORITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DATA LOSS, MANAGEMENT AND DIRECTED ACTIONS

Responsibility and Liability Limitation

In the delivery of our services, we may, at your request or as part of our professional recommendation, perform actions that include but are not limited to the deletion, modification, or replacement of data, files, or lines of code. It is imperative to understand that such actions are taken under your explicit direction, with your informed consent or in good faith based on the understanding that these modifications are necessary to meet your objectives or improve service delivery. While we pledge to provide professional advice regarding the potential impacts of these actions, the ultimate decision and directive come from you.

Informed Consent and Execution

Before undertaking any action that could lead to data loss or significant changes to your systems or operations, we ensure thorough communication of the potential consequences, seeking your explicit consent to proceed. This process is integral to our commitment to transparency and client empowerment.

Exclusion from Liability

Should any data loss, service interruption, or other consequences arise directly from actions taken at your explicit request or agreed upon as part of our service delivery, we will not be held liable for such outcomes. This limitation of liability is predicated on the premise that the actions were taken with full understanding and agreement on potential risks and outcomes.

Reassurance and Open Dialogue

Our primary goal is to serve your needs while ensuring the security and integrity of your digital assets. We understand the importance of clarity and peace of mind in legal agreements regarding data management. Therefore, we are committed to addressing any concerns you may have about this clause and are open to discussing additional safeguards or modifications to our agreement to ensure it aligns with your security requirements and expectations.

YOUR DATA

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES, "THIRD-PARTY SERVICES" OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Legal Terms and any other policies or operating rules posted by us on our website or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership or employment relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Bethel Consulting Group Limited

Suite 2A, Blackthorn House

St Pauls Street

Birmingham, West Midlands B3 1RL

United Kingdom

legal@bethel.consulting

These terms of service were created with the help of Termly's Terms and Conditions Generator.