STORMBREAK PLUS (SUBSCRIPTION) TERMS AND CONDITIONS

Welcome to Stormbreak! We are Stormbreak CIO being a charitable incorporated organisation incorporated in England and Wales with Company Number: CE017040, Charity Number 1182771 and having our registered office at 3 Winchester Place, North St, Poole BH 15 INX United Kingdom (‘we’, ‘our’ or ‘us’) and we provide the Stormbreak programmes as described here, which includes a premium suite of digital products and services exclusively available under our Subscription known as Stormbreak Plus as described on our Website (Stormbreak Plus).

These terms and conditions (Terms) govern your access to Stormbreak Plus and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Stormbreak Plus Terms at https://www.stormbreak.org.uk/terms-of-use/stormbreak-plus (Website).  Please read these terms and conditions carefully before agreeing to proceed with your Subscription. 

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

1. READING AND ACCEPTING THESE TERMS

   1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

   2. By clicking the tick box below or clicking the “I accept these Terms” button on our Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

   3. We may change these Terms at any time by notifying you, and your continued use of Stormbreak Plus following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

1. By accepting these Terms, you represent and warrant that:

   1. you have the legal capacity and authority to enter into a binding contract with us; and

   2. you are authorised to use the payment you provided when purchasing a Subscription.

2. The Stormbreak Plus is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using Stormbreak Plus. By using Stormbreak Plus, you represent and warrant that you are over the age of 18 years and accessing Stormbreak Plus for commercial use only.

3. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

4. Parents, guardians and responsible adults are responsible for the supervision of children in their care when those children access our site or use any content on our site; we are not responsible for monitoring how or where children access and use the content on our site.

3. DURATION OF YOUR SUBSCRIPTION

   1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and will continue for the Initial Term of 12 months, and any Renewal Term applicable per clause 3(b), unless terminated earlier in accordance with clause 12 (Term).

   2. Subject to clause 3(c), upon expiration of the Initial Term, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Initial Term (Renewal Term).

   3. This agreement will not automatically renew on expiry of the Initial Term or a Renewal Term (Renewal Date), if either party provides written notice that this agreement will not renew prior to the Renewal Date.

4. ACCOUNTS

   1. (Accounts) To use Stormbreak Plus, you are required to sign-up, register and receive an account through the Website (an Account).

   2. (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

   3. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

   4. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

   5. (Account Security) You must keep your account details safe. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at: hello@stormbreak.org.uk.

5. STORMBREAK PLUS
   • 5.1. SCOPE OF YOUR SUBSCRIPTION 

     Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

   • 5.2. DISCLAIMER

     You acknowledge and agree that:

     1. any information provided to you as part of or in connection with Stormbreak Plus or the Subscription is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice; and

     2. it is your responsibility to comply with applicable Laws relevant to your business or profession.

     3. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete, up to date or in line with current prevailing medical guidelines or requirements.

   • 5.3. SUBSCRIPTION

     1. While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to access the material and features included with the Stormbreak Plus Subscription.

     2. We may from time to time, in our absolute discretion, release enhancements or additional features to the Stormbreak Plus Subscription (Enhancements). Any Enhancements will not limit or otherwise affect these Terms.

     3. We may change any features of Stormbreak Plus at any time on notice to you.

6. FEES AND PAYMENT
   • 6.1. TRIAL PERIOD

     We may from time to time offer a free trial period of Stormbreak Plus (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

   • 6.2. SUBSCRIPTION FEES

     1. You must pay subscription fees to us in the amounts specified on the Website for the Subscription, or as otherwise agreed in writing (Subscription Fees).

     2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.

   • 6.3. SPONSORED SUBSCRIPTIONS

     1. Where we secure funding from a third party for your Subscription (Sponsor), then provided we have received the Subscription Fees from your Sponsor you shall not be required to pay the Subscription Fees to us subject to the remainder of this clause 6.3.

     2. In the event your Subscription is Sponsored, you acknowledge and agree:

     1. You must participate in the Stormbreak Plus programme fully at the times and dates agreed with us; and

     2. If you do not participate in the Stormbreak Plus programme at the times agreed, including if your teachers do not attend agreed meetings or training, we reserve the right to withdraw the Sponsorship to you and you shall be required to pay the Subscription Fees in full immediately upon notice from us.

   • 6.4. ONLINE PAYMENT PARTNER

     1. We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

     2. You acknowledge agree that:

        1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found https://stripe.com/gb/legal/ssa;

        2. you release us in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

        3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

7. POSTED MATERIAL
   • 7.1. WARRANTIES

     By providing or posting any information, Material or other content in connection with Stormbreak Plus (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

     1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

     2. the Posted Material is accurate and true at the time it is provided;

     3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

     4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

     5. the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;

     6. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

     7. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

     8. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of Stormbreak Plus or any network or system; and

     9. the Posted Material does not breach or infringe any applicable Laws.

   • 7.2. LICENCE

     1. You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.

     2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

     3. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

   • 7.3. REMOVAL

     1. The Stormbreak Plus acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from Stormbreak Plus at any time without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.

     2. You agree that you are responsible for keeping and maintaining records of Posted Material.

   • 7.4. INFRINGING CONTENT ON THE SOFTWARE

     1. If you become aware of Posted Material, or other Material, on the Website that infringes the Intellectual Property Rights of any person, or is reasonably likely to, please contact us immediately by email to hello@stormbreak.org.uk.

     2. If you submit a complaint under clause 7.4(a):

     1. you warrant that the substance of the complaint is accurate, true and involves infringement of copyright; and

     2. you acknowledge and agree that groundless threats of legal proceedings in relation to copyright infringement may be prohibited under applicable law.

8. INTELLECTUAL PROPERTY AND DATA
   • 8.1. WEBSITE AND SUBSCRIPTION INTELLECTUAL PROPERTY

   1. (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with Stormbreak Plus (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Stormbreak Plus Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Stormbreak Plus Content not expressly granted to you.

   2. (Licence to you) You are granted a licence to the Stormbreak Plus Content for you and your organisation only to use (including sharing with students for educational purposes) for the duration of your Subscription Period, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of Stormbreak Plus. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Stormbreak Plus Content without prior written consent from us or as otherwise permitted by law.

9. CONFIDENTIALITY

   1. Except as contemplated by these Terms, a party must not, and must not permit any of its employees, contractors, officers or agents to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

   2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

   3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

10. PRIVACY

    1. We collect personal information about you in the course of providing you with Stormbreak Plus, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://www.stormbreak.org.uk/terms-of-use/privacy-policy.

    2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

    3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

11. LIABILITY
    • 11.1. WARRANTIES AND LIMITATIONS

      1. (Service Limitations) While we will use our best endeavours to ensure Stormbreak Plus is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

         1. Stormbreak Plus may have errors or defects;

         2. Stormbreak Plus or the Website may not be accessible at times;

         3. information you receive or supply through the Website may not be secure or confidential; or

         4. any information provided through the Website or in any Stormbreak Plus Content may not be accurate or true.

      2. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

    • 11.2. liability

      1. (Liability) To the maximum extent permitted by applicable law, we limit all liability in aggregate of all claims to you (and any third parties who encounter the services or goods through your business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by us to the amount paid by you for your Subscription.

      2. (Indemnity) You agree to indemnify us and our employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through your business) arising from your or your employee’s, client’s, contractor’s or agent’s:

      1. breach of any third party intellectual property rights;

      2. breach of any term of this agreement;

      3. negligent, wilful, fraudulent or criminal act or omission; or

      4. use of Stormbreak Plus.

      3. (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by us.

      4. (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

      5. Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

12. CANCELLATION
    • 12.1. END OF SUBSCRIPTION

      Your Subscription will automatically end upon the expiry of the Subscription Period.

    • 12.2. CANCELLATION AT ANY TIME

      1. You may cancel your Subscription at any time via the Website or by notifying us in writing.

      2. If the reason for your termination of your Subscription is because we have breached any terms of this agreement (for example because you have not been provided with access to Stormbreak Plus), you may be entitled to a refund of any Subscription Fees paid by you.

      3. We reserve the right to terminate your Subscription and access to Stormbreak Plus is you are in breach of your obligations under these terms.

    • 12.3. EFFECT OF TERMINATION

      Upon termination of this agreement:

      1. you will no longer have access to Stormbreak Plus or your Account; and

      2. each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

13. DISPUTE RESOLUTION

    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

14. FORCE MAJEURE

    1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

    2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

       1. reasonable details of the Force Majeure Event; and

       2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

        

    3. Subject to compliance with clause 14(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:

       1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

       2. strikes or other industrial action outside of the control of us;

       3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

       4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

15. NOTICES

    1. A notice or other communication to a party under these Terms must be:

       1. in writing and in English; and

       2. delivered via email to the other party, being to:

       1. for notices to us, hello@stormbreak.org.uk, or

       2. to notices to you, to the email you provided with your Account,(Email Address).

        

    2. The parties may update their Email Address by notice to the other party.

    3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

       1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

       2. when replied to by the other party,

       whichever is earlier.

16. GENERAL
    • 16.1. GOVERNING LAW AND JURISDICTION

      This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    • 16.2. THIRD PARTY RIGHTS

      This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    • 16.3. WAIVER

      No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    • 16.4. SEVERANCE

      Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    • 16.5. JOINT AND SEVERAL LIABILITY

      An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    • 16.6. ASSIGNMENT

      A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

    • 16.7. ENTIRE AGREEMENT

      This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    • 16.8. INTERPRETATION

    1. (singular and plural) words in the singular includes the plural (and vice versa);

    2. (currency) a reference to £, or “GBP”, is to pound sterling currency of Great Britain, unless otherwise agreed in writing;

    3. (gender) words indicating a gender includes the corresponding words of any other gender;

    4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

    5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

    6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

    7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

    8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

    9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

    10. (includes) the word “includes” and similar words in any form is not a word of limitation; and

    11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS