Terms of Use

1. Introduction

These Terms of Use are a legally binding contract between you and Foxlark Strategy Limited a company registered in England and Wales with company number 11158823, whose main office is 20 Brook Road, Twickenham TW1 1JE (referred to as we or our).

References to you or your are to the individual, company or other organisation registering to access the Services. By using the Services, you confirm your legal agreement to be bound by these Terms of Use. For Organisation Users, the person who accepts the Proposal confirms that it has your authority to enter into these Terms of Use on your behalf and in doing so will bind you to these Terms of Use.

The following Terms of Use are binding on any use of the Service, and apply from the time that you begin using it.

We reserve the right to change and update these Terms of Use at any time. We shall give you 60 days notice of any changes to these Terms of Use. If you do not agree to the changes, the provisions of Condition 9 may apply.

2. Definitions and Interpretation

2.1 In these Terms of Use, the following words have the following meanings:

Administrator: has the meaning given to it in Condition 4.3;

Confidential Information: has the meaning given to it in Condition 10;

Consumer: an Individual User who is accessing the Services for purposes wholly or mainly outside of that individual’s trade, business, craft or profession;

Individual User: an individual who accesses and uses the Services;

Fee: (a) a Platform Fee for Services payable monthly in advance; and (b) the Manual "Plus" Fee payable annual in advance for individual users;

IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;

Manual of Me: the manual created by a User through the Services;

Organisation User: a company or other organisation that accesses and uses the Services for its employees;

Personal Data: has the meaning given to it in Condition 11.2;

Proposal: the proposal that we provide to an Organisation User under Condition 3.2;

Services: the provision of content to enable you to create, download and share a Manual of Me through the exercises, prompts and user journeys, and for an Organisation User the ability to organise and manage its Users through our platform;

User: (a) for an Individual User, User means the individual itself; and (b) for an Organisation User, User means the organisation’s employees authorised to access the Service;

Website: the website located at manualof.me or any other website notified to you;

Working Day: a day other than a Saturday, Sunday or public holiday in England; and

Your Content: any content that you upload to the Services including to complete a Manual of Me.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 The headings shall not affect the interpretation of these Terms of Use.

2.4 References to Conditions are references to the numbered provisions of these Terms of Use.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

3. How to Access

3.1 If you are an Individual User you can access and use the Services without payment of a fee or registering. However, you do need to register if you wish to save your Manual of Me in accordance with Condition 3.3.

3.2 If you are an Organisation User, you must either:

(a) email us to create an account. You should indicate the relevant Account Tier together with details of your requirements. Following receipt of the email, we shall submit to you a proposal setting details of the Fee (the Proposal). If you wish to proceed with the subscription, you should confirm your acceptance of the Proposal and pay the Fee (see Condition 7 below); or

(b) complete our online order form and pay the Fee (see Condition 7 below).

3.3 A User can create a Manual of Me by uploading Your Content. If you wish to save your Manual of Me, you must provide your email address when prompted. You should re-enter this email address to recall your Manual of Me. We will then send an email to you with a link to enable you to access your Manual of Me.

3.4 Users linked to an Organisation Users can manage the settings within the Website to enable other Users, including other users linked to their Organisation User account and any other Organisation User account, to view their Manual of Me if they wish to do so. We do not permit Users to view other Users’ Manual of Me without consent.

4. Use of Services

4.1 We grant to you the non-exclusive, non-transferable right to access and use the Service for your personal, business and professional purposes. You may not sub-license to any third party the right to access and/or use the Service without prior permission from us. All rights in and to the Service and all software relating to the Service belong to us or our licensors.

4.2 Organisation Users shall comply with the usage rights and restrictions of their Account Tier, including the maximum number of Users. If you wish to increase the maximum Users for your account, please contact us first. An additional Fee may be payable.

4.3 Organisation Users shall designate one contact as the responsible party for communication (your Administrator). Your Administrator shall have the authority to bind you, and to establish accounts for Users. You shall ensure that each User shall, as a condition of being granted access to any Service, be required by your Administrator to acknowledge and agree to comply with the restrictions on use of the Service set out in these Terms of Use.

4.4 If any User breaches any of these Terms of Use, we reserve the right to remove access to accounts or cancel them without notice. We also reserve the right to refuse access to the Service to anyone for any reason at any time.

5. Access Terms

You must only use the Service for your own lawful purposes in accordance with these Terms of Use. You may share, print download and update your Manual of Me. However, and without prejudice to the generality of this Condition, you shall not, shall procure that your Users shall not, and shall not assist a third party to:

5.1 try to undermine, damage or disrupt the security of our Website, associated software, computing systems or networks;

5.2 act in a way which could risk overloading, impairing or damaging the Services, and supporting infrastructure;

5.3 attempt to gain unauthorised access to any materials or other parts of our infrastructure including access to any other User’s Manual of Me without consent;

5.4 attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion);

5.5 sell, resell, duplicate, reproduce or create any derivative works from any part of the Service;

5.6 make for any purpose including error correction, any modifications, adaptations, additions or enhancements to the Service;

5.7 reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Service or attempt to gain access to the source code, save to the extent expressly permitted by law and not capable of exclusions; and/or

5.8 use the Service to provide services to third parties without prior permission from us.

6. Your Content

6.1 You warrant and represent that Your Content will not:

(a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations;

(b) infringe the IP Rights or other legal rights of any person;

(c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(d) be deliberately or knowingly false, inaccurate or misleading;

(e) promote fraudulent, obscene, pornographic, or illegal activities; promote violence or hatred; be discriminatory of any group of people; or be obscene, offensive, hateful or inflammatory; and/or

(f) give rise to any cause of action against us.

6.2 You further warrant and represent that you shall use industry standard virus detection software to try to block the uploading of Your Content that contains viruses or other malicious code.

6.3 You shall defend and indemnify us and keep us indemnified from and against all costs, claims, losses, expenses, liabilities, and damages that we suffer or incur in connection with a breach of any of the warranties set out in Conditions 6.1 and 6.2.

7. Fees and Payment

7.1 The Service may be offered to individual users for free at our sole discretion.

7.2 Organisation Users may be offered a free trial period to access the Services at our sole discretion. We reserve the right to end this trial period at any time and move you onto a paid plan. If you no longer wish to continue using the Service and have not yet moved onto a paid plan you can do so at anytime. These Terms of Use will also apply to all trial use of the Services. During any trial period, you shall consider whether the Service meets the needs of your business and is suitable for your business purposes.

7.3 Fees are payable in accordance with our fee page.

7.4 You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be shared with companies who work on our behalf, such as payment processors, solely for the purposes of effecting payment.

7.5 Subject to any free trial period, access to the Service is not available to an Organisation User or any of its Users until we have received the Fee due in full and cleared funds.

7.6 Payments are handled by our reseller partner Paddle.net

8. Availability

8.1 We shall use reasonable endeavours to make the Service available at all times, but you acknowledge that there may be occasions when access to the Service may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

8.2. We reserve the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, save to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.

8.3 If you suspect there has been unauthorised access to or use of your Manual of Me, you should notify us immediately.

9. Term, Renewal and Termination

9.1 For Individual Users, your access to the Services is immediate.

9.2 For Organisation Users, your access to the Services begins on the date we receive the Platform Fee.

9.3 Organisation Users can cancel their access and receive a full refund of the monthly Platform Fee if they notify us accordingly within 5 days of payment. The individual User will still be able to access the Services notwithstanding cancellation or termination by the Organisation User.

9.4 You can cancel access to the Service or delete your Manual of Me at any time by following the prompts within the Service. If you cancel access under this Condition 9.4, subject to Condition 9.3, no refund of the Fee is due.

9.5 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your account with immediate effect if:
(a) the other party commits any material breach of any of the terms of these Terms of Use and if such breach is capable of remedy fails to remedy that breach within 5 Working Days of being notified of the breach; or
(b) for an Organisation User, the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

10. IP Rights

10.1 All IP Rights in the Service are owned by us or our licensors.

10.2 You and/or your licensors shall remain the owner of all IP Rights in Your Content. You grant to us free of charge, a royalty-free, worldwide, non-exclusive licence to use Your Content only to such extent as is necessary to enable us to create the Manual of Me and to perform our obligations under these Terms of Use and our Privacy and Cookie Policy.

10.3 If you are an Organisation User, we may use your name and any associated logo in any and all promotional and marketing materials, including online materials with your prior written consent.

10.4 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the part of the Services that is the subject of the Claim.

10.5 On receipt of a notice under Condition 10.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services to avoid the infringement.

11. Confidential Information

11.1 Confidential Information shall mean all information which is marked as confidential or by its nature is manifestly confidential, whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).

11.2 The Receiving Party shall not, and shall ensure that its Users shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms of Use.

11.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms of Use and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

11.4 The provisions of Conditions 11.1, 11.2 and 11.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

12. Privacy

12.1 In performing its obligations and exercising its rights under these Terms of Use, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679 and the Data Protection Act 2018.

12.2 Each of the parties agrees that in the course of providing the Services to an Organisation User, we will collect and process names and email addresses relating to employees who are Users (the Personal Data). In doing so, we are the controller of the Personal Data as controller is defined in the Data Protection Act 2018.

12.3 We shall process all Personal Data in accordance with our Privacy & Cookies Policy.

13. Liability

13.1 We warrant that the Service will be of satisfactory quality and as described on the Website. If you are accessing the Service as a Consumer, we also warrant that the Service is fit for purpose.

13.2 You agree that nothing in the Services should be relied upon as financial, legal or other advice in relation to the operation of your business or in relation to your career. We do not warrant or represent that you or your Users will achieve any particular results, outcomes or improvements following their use of the Services.

13.3 Except as expressly set out in these Terms of Use, no implied conditions, warranties or other terms, including any implied terms will apply to the Services. Unless you are a Consumer, it is your sole responsibility to ensure the Service meets your business and professional needs.

13.4 Subject to Condition 13.6 we shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time;
(f) any kind of special, indirect, consequential loss or pure economic loss; and/or
(g) error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in Your Content.

The parties agree that the provisions of this Condition 13.4 are severable.

13.5 Subject to Condition 13.6, unless you are a Consumer, our total liability to you for all claims or series of claims under these Terms of Use whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.

13.6 If you are Consumer, and there is a problem with the Services and/or the Manual of Me that damages a device or any other digital content belonging to you and this is caused by our failure to use reasonable skill and care, we will either repair the damage or pay you compensation to reflect the proven losses you have suffered as a direct result of the problem. However, we will not be liable for damage which you could have avoided by following our advice to download and install an update offered to you for free or for damage caused by you failing to correctly follow instructions about use or anything in the documentation provided or made available to you.

13.7 Nothing in these Terms of Use limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law. If you are a consumer, your statutory rights are not affected.

14. Force Majeure

14.1 For the purposes of this Condition 14, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.

14.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms of Use by an event of Force Majeure, the affected party’s obligations under these Terms of Use are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

14.3 If performance of any obligation under these Terms of Use is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Terms of Use on written notice to the other party.

14.4 The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Terms of Use.

15. Dispute Resolution

15.1 If you are an Organisation User and a dispute arises between the parties under these Terms of Use, then within 5 Working Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 Working Days, then the directors shall refer the dispute to the chief operating officer, or such person of equivalent seniority. If such persons are unable to resolve the dispute within a further 10 Working Days, then the parties shall be entitled to pursue legal action under Condition 15.

15.2 Nothing in Condition 15.1 shall prevent a party taking action under Condition 16 in respect of misuse of the Services.

16. Governing law and Jurisdiction

16.1 These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms of Use will be subject to the exclusive jurisdiction of the English courts.

16.2 If any of the provisions in these Terms of Use is held invalid or unenforceable then they should be construed to reflect as closely as possible the intentions of those provisions. Any remaining provisions will also still be fully enforceable.

16.3 A party’s failure to exercise any of the rights in these Terms of Use shall not be deemed a waiver of that right. These Terms of Use supersedes any prior agreements between the parties and represents the entire agreement between the parties.

16.4 A person who is not party to these terms has no right to benefit or enforce any of these Terms of Use. You may not assign or transfer any rights to any other person without our prior written consent which shall not be unreasonably withheld.

16.5 Any notice given under these Terms of Use shall be in writing and shall be served by email to the address for each party notified to the other from time to time. Any such notice shall be deemed to have been received on the date it is sent.

Manual of Me