Last updated: 02/05/2019
1.1 We are Enterprise Nation Limited, a company registered in England and Wales with registered company number 04676798, whose registered office is at Column House, London Road, Shrewsbury, SY2 6NN (Enterprise Nation).
1.2 We are working with Brunel University London as part of a collaborative research project called “HeadsUp!” which looks at boosting the performance of small businesses by adopting digital technologies in order to increase company productivity (the Project). The Project will be delivered by engaging small businesses to take part in certain training sessions and activities (Training) and the results will be measured by changes in revenue, output and employee satisfaction.
1.3 References to we, us and our means Enterprise Nation Limited. References to you and your means the Participant.
The following definitions shall apply to these Terms:
Account has the meaning given to it in Clause 4.1;
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
Commencement Date means the date on which you accept these Terms;
Eligibility Criteria has the meaning given to it in Clause 4.2;
Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Losses means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, ex gratia compensation payments, demands and legal and other professional costs (calculated on a full indemnity basis);
Participant means the business who participates in the Project;
Project has the meaning given to it in Clause 1.2;
Terms means these terms and conditions; and
Training has the meaning given to it in Clause 1.2.
3. THESE TERMS
3.1 You are being presented with these Terms as you have already registered your interest to take part in the Project and become a Participant and you provided certain contact information. The details you provided will be used to randomly allocate you into one of two groups of Participants for the purposes of the research being carried out as part of this Project.
3.2 These Terms constitute a legally binding agreement and govern the relationship between you, a Participant of the Project, and us. By accepting these Terms, you agree to take part in the Project in accordance with the Terms.
3.3 Please read these Terms carefully before creating an Account and agreeing to take part in this Project. These Terms tell you who we are, how we the Project will be conducted, what to do if there is a problem with your participation and other important information.
4.1 The Project shall start on the Commencement Date.
4.2 In order to be eligible to become a Participant your business must not have received more than €199,000 of De Minimis State Aid in the last three (3) financial years. Participating in this Project results in receiving State Aid, which is classed as any advantage by public authorities through state resources (the Eligibility Criteria). If you have received State Aid before, you would have been notified and asked to keep a record of it. If your business does not meet the Eligibility Criteria you must notify us immediately.
4.3 In addition to the Eligibility Criteria, your business must satisfy the following criteria:
4.3.1 the business has no more than 9 employees; and
4.3.2 the business has its registered offices London, Oxfordshire, Lancashire or Birmingham, (together the Additional Criteria).
4.4 If your business meets the Eligibility Criteria but you do not meet the Additional Criteria you must notify us immediately and this may affect your participation in the Project. You will be given access to the online Training but your participation and results may not form part of the Project results.
5. ACCOUNT REGISTRATION
5.1 Once you have accepted these Terms you will be asked to create an account (Account) to register your business information in order to become a Participant.
5.2 Subject to clause 4.3, in order to become a Participant, you must register for an Account through productivityheadsup.com. You will be required to provide the following information: your name; your contact information including a business email address; the name of the business you work for; the business registration number or other unique identification number; and information about the business, such as the number of employees and revenue (etc). You do not need to be a business owner in order to take part in the Project.
5.3 You are responsible for maintaining the confidentiality and security of your Account credentials and you may not disclose such credentials to any third party. You must immediately notify us if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Account. You are liable for any and all activities conducted through your Account, unless such activities are not authorised by you and you are not otherwise negligent (such as failing to report the unauthorised use or loss of your credentials).
5.4 Individuals involved in the Project must be at least 18 years old. By agreeing to these Terms, you represent and warrant that you are 18 years old or older and have the legal capacity and authority to enter into these Terms.
6.1 As a Participant, you will be required to attend and participate in up to ten (10) hours of Training depending on the research group that you have been allocated to.
6.2 The Training will either be online learning or face-to-face training, which has a commercial value of £1,000. If you are required to attend face-to-face training, we will notify you of the time and location at least one (1) week before the Training is due to take place.
7. PARTICIPANT OBLIGATIONS
7.1 You warrant that the business you work for meets the Eligibility Criteria and Additional Criteria.
7.2 In consideration of the Training provided, you shall comply with the obligations set out at clause. You will not be charged a fee for participating in the Project.
7.3 You shall:
7.3.1 ensure that the information on your Account is complete and accurate at all times;
7.3.2 complete the baseline survey presented to you when you create your Account and post-completion survey sent to you after completion of the Training and/or Project;
7.3.3 co-operate with us in all matters relating to the Project;
7.3.4 attend and participate in the Training that you have booked on to;
7.3.5 provide feedback on each Training session that you attend;
7.3.6 provide us with such information and materials as we may reasonably require in order to undertake the Project, and ensure that such information is complete and accurate in all material respects;
7.3.7 keep a record of your participation in this Project, which results in your business receiving £1,000 of State Aid through the Training you receive as part of the Project; and
7.3.8 comply with all applicable laws, including health and safety laws.
8. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights relating to the Project, including (but not limited to) any training materials provided to you, shall remain vested in and owned by Enterprise Nation or its licensors (as applicable).
9. DATA PROTECTION
10. LIMITATION OF LIABILTY
10.1 Subject to Clause 10.2, in no event shall the aggregate liability of Enterprise Nation to you (whether in contract, tort (including negligence) or otherwise) and in respect of all Losses arising under or in connection with these Terms exceed €1155.
10.2 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
10.2.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; and
10.2.2 fraud or fraudulent misrepresentation.
10.3 Subject to Clause 10.2, the following types of loss are wholly excluded by the parties:
10.3.1 loss of profits;
10.3.2 loss of sales or business;
10.3.3 loss of agreements;
10.3.4 loss of anticipated savings;
10.3.5 loss of or damage to goodwill;
10.3.6 indirect or consequential loss; and/or
10.3.7 any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by the Participant, pursuant to, arising out of or in connection with the Project.
10.4 The material displayed on our website and provided as part of the Training and/or Project is provided without any guarantees, conditions or warranties as to its accuracy. You acknowledge and agree that the advice provided as part of the Training is based on our experience and expertise and in no way guarantees any particular results relating to your business. We are not responsible for your business decisions or for implementing any policies or techniques in relation to your business which are covered in the Training.
11.1 These Terms shall automatically expire on completion of the Project.
11.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
11.2.1 the other party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing to do so;
11.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
11.3 Without affecting any other right or remedy available, we may terminate these Terms with immediate effect at any time.
11.4 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.
12.1 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 We may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
12.3 You shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without our prior written consent.
12.4 These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.5 Each party acknowledges that in entering into these Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
12.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Terms.
12.7 Unless it expressly states otherwise, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
12.8 These Terms shall be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the English courts.