Please read carefully before subscribing to content on this website:

This licence agreement (Licence) is a legal agreement between you (Licensee) and MB Human Resources Consulting Limited of 44 Maidstone Drive, Marton, Middlesbrough. TS7 8QW (Licensor, us or we) for:

• https://www.thrivethesystem.co.uk
• Facilitating employee engagement surveys and reports
• Online video content
• Forum and blog
• Online and download documentation
• We licence use of the site, video content and documents to you on the basis of this Licence. We do not sell the site, video content and documents to you. We remain the owners of the site, video content and documents at all times.

Operating system requirements: this website requires a PC, Mac, tablet or smartphone connected to the internet to view Thrive The System content.

Important Notice To All Users:

• By ticking the “Accept” button to our terms & conditions you agree to the terms of this licence which will bind you [and your employees]. The terms of this licence include, in particular, limitations on liability in condition 5 and condition 6.
• If you do not agree to the terms of this licence, we will not issue a license to you and you must discontinue the ordering process now.

Important Notice To Consumers:

• As a consumer, you have the right to withdraw from your transaction without charge and without any reason before purchasing a license to use this website and its content.
• However, you will lose the right to cancel the transaction once you purchase a license to use this website and its content.
• This does not affect your consumer rights for defective content and documentation.

You should print a copy of this Licence for future reference.

Grant and Scope of Licence

• In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
• You may:
  • view and use the website and its content for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only:
    • for one user if the Licence is a single-user licence or the Software is for single use; or
    • if the Licence covers multiple users, for the number of single-user licenses purchased and issued.
  • use any Documentation in support of the use permitted under condition 1.2 as is reasonably necessary for its lawful use.

Restrictions

• Except as expressly set out in this Licence or as permitted by any local law, you undertake:
  • not to copy the online content except where such copying is recommended (download documents only)
  • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the online content or Documentation;
  • not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the content
  • to supervise and control use of the website and ensure that the content, downloads, forums and blogs are used by your employees and representatives in accordance with the terms of this Licence;
  • not to provide or otherwise make available the content in whole or in part in any form to any person [other than your licensed employees] without prior written consent from us;

Intellectual Property Rights

• You acknowledge that all intellectual property rights for this website, its content and downloads anywhere in the world belong to us, that rights are licensed (not sold) to you, and that you have no rights in, or to, the content other than the right to use it in accordance with the terms of this Licence.

Limited Warranty

• We warrant that the website will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described for a period of [365 days] from the date of license purchase (Warranty Period).
• If, within the Warranty Period, you notify us in writing of any defect or fault in the website as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the content.
• The warranty does not apply if the defect or fault in the content results from you having used the content in contravention of the terms of this Licence.
• If you are a consumer, this warranty is in addition to your legal rights in relation to content that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

Limitation Of Liability If You Are A Business User

• You acknowledge that the content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the content as described in the Documentation meet your requirements.
• If you are a business customer, we only supply the content and Documentation for internal use by your business, and you agree not to use the content or Documentation for any re-sale purposes.
• We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • [loss or corruption of data or information;]
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.
• Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This maximum cap does not apply to condition 5.5.
• Nothing in this Licence shall limit or exclude our liability for:
  • death or personal injury resulting from our negligence;
  • fraud or fraudulent misrepresentation;
  • any other liability that cannot be excluded or limited by English law.
• This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the content and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the content and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law

Limitation Of Liability If You Are A Consumer User

• You acknowledge that the website has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the website as described in the Documentation meet your requirements.
• If you are a consumer, we only supply the content and Documentation for domestic and private use. You agree not to use the content and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence upto the amount specified in condition 6.4, but we are not responsible for any loss or damage that is not foreseeable.
• Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This does not apply to the types of loss set out in condition 6.5.
• Nothing in this Licence shall limit or exclude our liability for:
  • death or personal injury resulting from our negligence;
  • fraud or fraudulent misrepresentation;
  • any other liability that cannot be excluded or limited by English law.

Termination

• We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
• Upon termination for any reason:
  • all rights granted to you under this Licence shall cease;
  • you must immediately cease all activities authorised by this Licence;
  • you must immediately pay to us any sums due to us under this Licence.

Communications Between Us

• If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to MB Human Resources Consulting Limited at 44 Maidstone Drive, Marton, Middlesbrough. TS7 8QW and/or m@mbhrconsulting.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
• If we have to contact you or give you notice in writing, we will do so by e-mail.
• If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Events Outside Our Control

• We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 9.2.
• An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
• If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
  • our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  • we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

Other Important Terms

• We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
• You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
• If you are a business customer, this Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or.
• If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
• Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
• If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.
• If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.