The Luna Hive Expert Terms and Conditions
The Subscriber’s attention is particularly drawn to the provisions of clause 10.
1.1 The Luna Hive Ltd’s registered office is 36 Reynards Road, Welwyn, United Kingdom, AL6 9TP. The main trading address is situated 144 High Street, Guildford, GU1 3HJ
1.2 The Luna Hive operates the Directory from the following websites www.thelunahive.com and www.thelunahive.co.uk or any other website that The Luna Hive may decide to use from time to time, having given notice to its Subscribers.
1.3 These Conditions (as defined) govern the relationship between you the expert or practitioner (“Subscriber”) and The Luna Hive.
1.4 By submitting your profile to The Luna Hive you agree to be bound by these Conditions.
2.1 Definitions. In these Conditions, the following definitions apply:
2.1.1 Annual Fee: means the Subscription Fee payable by the Subscriber to The Luna Hive on an annual basis;
2.1.2 Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
2.1.3 Charges: the charges payable by the Subscriber for the supply of the Services in accordance with clause 6;
2.1.4 Commencement Date: has the meaning set out in clause 3.2;
2.1.5 Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7;
2.1.6 Contract: the contract between The Luna Hive and the Subscriber for the supply of Services in accordance with these Conditions;
2.1.7 Directory: the online directory operated by The Luna Hive from the Website for the benefit of the Subscribers;
2.1.8 Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
2.1.9 Monthly Fee means the Subscription Fee payable by the Subscriber to The Luna Hive on a calendar monthly basis;
2.1.10 Services: the online directory advertising services provided by The Luna Hive to the Subscriber as set out in the Specification;
2.1.11 Specification: the description or specification of the Services either provided in writing by The Luna Hive to the Subscriber or as set out on the Subscription Verification or directory page, as the case may be;
2.1.12 Subscriber: the person or firm who purchases Services from The Luna Hive pursuant to these Conditions;
2.1.13 Subscriber’s Information: the Subscriber’s name, address, telephone number, email address, training, qualifications and experience, areas of specialty, fees, membership organisations and proof of professionalism (ID, proof of membership or accreditation with a professional body, proof of qualifications and insurance cover) as referred to at clause 5.1;
2.1.14 Subscription Fees: either the Monthly Fee or Annual Fees set by The Luna Hive from time to time and published on the Website;
2.1.15 Subscription Order: the Subscriber’s order for Services as set out on the Website and more particularly on the Subscription Registration Web Page;
2.1.16 Subscription Verification Web Page: means https://www.thelunahive.com/become-a-womens-health-expert/; and
2.1.17 Website: means the website operated by The Luna Hive at the following domain https://www.thelunahive.com or such other domain The Luna Hive may use from time to time.
2.2 Construction. In these Conditions, the following rules apply:
2.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2.2 a reference to a party includes his personal representatives, successors or permitted assigns;
2.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.2.5 a reference to writing or written includes e-mails.
- BASIS OF CONTRACT
3.1 The Subscription Order constitutes an offer by the Subscriber to purchase Services in accordance with these Conditions.
3.2 The Subscription Order shall only be deemed to be accepted when The Luna Hive issues written acceptance of the Subscription Order at which point and on which date the Contract shall come into existence (the “Commencement Date”).
3.3 The Contract constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of The Luna Hive, which is not set out in the Contract.
3.4 Any illustrations, descriptive matter or advertising issued by The Luna Hive, and any descriptions or illustrations contained in The Luna Hive’s publicity material or on its website are issued or published for the sole purpose of providing guidance of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.5 These Conditions apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6 Any quotation given by The Luna Hive shall not constitute an offer, and is only valid for a period of 10 (ten) Business Days from its date of issue.
- SUPPLY OF SERVICES
4.1 The Luna Hive shall supply the Services to the Subscriber in accordance with the Specification in all material respects.
4.2 The Luna Hive shall use all reasonable endeavours to meet any performance dates (if any) specified in https://www.thelunahive.com, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 The Luna Hive shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and The Luna Hive shall notify the Subscriber in any such event.
4.4 The Luna Hive warrants to the Subscriber that the Services will be provided using reasonable care and skill.
4.5 Following the receipt of Subscriber Information pursuant to clause 5.1, The Luna Hive reserves the right to decline a Subscriber’s request to be listed in the Directory, should The Luna Hive for any reason be unable to verify or be satisfied with the Subscriber’s Information.
- THE SUBSCRIBER’S OBLIGATIONS
5.1 The Subscriber shall:
5.1.1 ensure that the terms of the Subscription Order and any information it provides in the Subscriber’s Information is complete and accurate;
5.1.2 warrant to The Luna Hive that the Subscriber Information provided is accurate, up to date at all times and includes details relating to:
188.8.131.52 relevant qualification(s);
184.108.40.206 professional body membership(s); and
220.127.116.11 insurance cover.
5.1.3 co-operate with The Luna Hive in all matters relating to the Services;
5.1.4 provide The Luna Hive, its employees, agents, consultants and subcontractors, with access to a Subscriber contact at all times for the purposes of verifying Subscriber information, including details referred to at sub-clause 5.1.2 above, as reasonably required by The Luna Hive;
5.1.5 provide The Luna Hive with such information and materials as The Luna Hive may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.6 obtain and maintain all necessary licences, permissions and consents which may be required by before the date on which the Services are to start; and
5.1.7 keep and maintain all materials, equipment, documents and other property of The Luna Hive (the “The Luna Hive Materials”) at the Subscriber’s premises in safe custody at its own risk, maintain The Luna Hive Materials in good condition until returned to The Luna Hive, and not dispose of or use The Luna Hive Materials other than in accordance with The Luna Hive’s written instructions or authorisation.
5.1.8 ensure that it only lists on the site issues, treatments or approaches in which it is competent and qualified to offer its services.
5.2 If The Luna Hive’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Subscriber or failure by the Subscriber to perform any relevant obligation (the “Subscriber Default”):
5.2.1 The Luna Hive shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Subscriber remedies the Subscriber Default, and to rely on the Subscriber Default to relieve it from the performance of any of its obligations to the extent the Subscriber Default prevents or delays The Luna Hive’s performance of any of its obligations;
5.2.2 The Luna Hive shall not be liable for any costs or losses sustained or incurred by the Subscriber arising directly or indirectly from The Luna Hive’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3 the Subscriber shall reimburse The Luna Hive on written demand for any costs or losses sustained or incurred by The Luna Hive arising directly or indirectly from the Subscriber Default.
- FEES AND PAYMENT
6.1 The Subscriber agrees to pay the Subscription Fees in accordance with one of the following two payment plans:
6.1.1 Annual Fee; or
6.1.2 Monthly Fee.
6.2 The Luna Hive shall be entitled to charge the Subscriber for any expenses reasonably incurred by the individuals whom The Luna Hive engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by The Luna Hive for the performance of the Services, and for the cost of any materials.
6.3 The Luna Hive reserves the right to increase the Subscription Fees and in such an event The Luna Hive shall provide the Subscriber written notice of any such increase 6 (six) weeks before the proposed date of the increase. If such increase is not acceptable to the Subscriber, it shall notify The Luna Hive in writing within 2 (two) weeks of the date of The Luna Hive’s notice and The Luna Hive shall have the right without limiting its other rights or remedies to terminate the Contract by giving one (1) month’s written notice to the Subscriber.
6.4 The Luna Hive shall invoice the Subscriber either monthly or annually in advance.
6.5 The Subscriber shall:
6.5.1 settle each payment obligation within 2 (two) Business Days of the due date, as set out in The Luna Hive’s invoices;
6.5.2 in full and in cleared funds to a bank account nominated in writing by The Luna Hive, and time for payment shall be of the essence of the Contract.
6.6 All amounts payable by the Subscriber under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by The Luna Hive to the Subscriber, the Subscriber shall, on receipt of a valid VAT invoice from The Luna Hive, pay to The Luna Hive such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.7 If the Subscriber fails to make any payment due to The Luna Hive under the Contract by the due date for payment and continues to be in default for a period of fourteen (14) days, the Subscriber shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above the Santander base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Subscriber shall pay the interest together with the overdue amount.
6.8 In the event the Subscription Fees remain outstanding for a period of 30 (thirty) days or more, The Luna Hive may terminate the Contract with immediate effect and remove the Subscriber’s Subscriber Information from the Directory. In such instances, the Subscription Fee shall remain due and payable and shall accrue interest pursuant to clause 6.7.
6.9 The Subscriber shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Luna Hive may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Subscriber against any amount payable by The Luna Hive to the Subscriber.
- INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services, Directory and Website shall be owned by The Luna Hive.
7.2 The Subscriber acknowledges that, in respect of any third party Intellectual Property Rights, the Subscriber’s use of any such Intellectual Property Rights is conditional on The Luna Hive obtaining a written licence from the relevant licensor on such terms as will entitle The Luna Hive to license such rights to the Subscriber.
7.3 All The Luna Hive Materials are the exclusive property of The Luna Hive.
7.4 All Intellectual Property Rights in blog and other content submissions are subject to separate terms in which all rights are transferred to The Luna Hive Limited. For full terms which apply to any such content submissions, please see Blog terms and conditions on the Subscriber dashboard.
- COOKIES AND FURTHER INFORMATION ON THE WEBSITE
8.2 In addition to the Subscriber Information being posted on the Directory, once the Subscriber is registered, the Subscriber is entitled to publish articles, advertise events, seminars or workshops, and publish information of promotions or special offers. However, The Luna Hive reserves the right to decide not to publish this information. The Subscriber agrees that the information will be accurate at the time it is given and should there be any change in any of the information the Subscriber agrees to inform The Luna Hive of such change within 7 (seven) days of the change being effected.
8.3 The Luna Hive shall not be responsible for any content or information published, or links to other websites which may appear on the Website.
8.4 The Subscriber expressly agrees that it shall not sell or trade in any materials on the Website or re-distribute these in any way or for any purpose including the compiling of any databases, lists or directories or providing commercial information to any third party or any commercial or other reason.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
- LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude The Luna Hive’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
10.2.1 The Luna Hive shall under no circumstances whatever be liable to the Subscriber, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 The Luna Hive’s total liability to the Subscriber in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £160.
10.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 (one) months’ written notice.
11.2 Without limiting its other rights or remedies, The Luna Hive may terminate the Contract with immediate effect by giving written notice to the Subscriber if:
11.2.1 the Subscriber commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 (seven) days of that party being notified in writing to do so;
11.2.2 The Luna Hive receives any complaint by a Website User, which, upon reasonable enquiries appears in The Luna Hive’s sole discretion to be genuine,
11.2.3 the Subscriber suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.4 the Subscriber commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Subscriber (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of the Subscriber;
11.2.6 the Subscriber (being an individual) is the subject of a bankruptcy petition or order;
11.2.7 a creditor or encumbrancer of the Subscriber attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days;
11.2.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Subscriber (being a company);
11.2.9 the holder of a qualifying floating charge over the assets of the Subscriber (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.2.10 a person becomes entitled to appoint a receiver over the assets of the Subscriber or a receiver is appointed over the assets of the Subscriber;
11.2.11 any event occurs or proceeding is taken with respect to the Subscriber in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.2 to clause 11.2.9 (inclusive);
11.2.12 the Subscriber suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
11.2.13 the Subscriber’s financial position deteriorates to such an extent that in The Luna Hive’s opinion the Subscriber’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.14 the Subscriber (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, The Luna Hive may terminate the Contract with immediate effect by giving written notice to the Subscriber if the Subscriber fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 (thirty) days after being notified in writing to do so.
11.4 Without limiting its other rights or remedies, The Luna Hive may suspend provision of the Services under the Contract or any other contract between the Subscriber and The Luna Hive if the Subscriber becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.13, or The Luna Hive reasonably believes that the Subscriber is about to become subject to any of them, or if the Subscriber fails to pay any amount due under this Contract on the due date for payment.
- CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
12.1 the Subscriber shall immediately pay to The Luna Hive all of The Luna Hive’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Luna Hive shall submit an invoice, which shall be payable by the Subscriber immediately on receipt;
12.2 the Subscriber shall return all of The Luna Hive Materials and any Deliverables which have not been fully paid for. If the Subscriber fails to do so, then The Luna Hive may enter the Subscriber’s premises and take possession of them. Until they have been returned, the Subscriber shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
12.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
12.4 clauses which expressly or by implication survive termination shall continue in full force and effect.
- FORCE MAJEURE
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of The Luna Hive including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of The Luna Hive or any other party), failure of a utility service or transport network, failure of a server, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Luna Hive shall not be liable to the Subscriber as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents The Luna Hive from providing any of the Services for more than 4 (four) weeks, The Luna Hive shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Subscriber.
14.1 Assignment and other dealings
14.1.1 The Luna Hive may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
14.1.2 The Subscriber shall not, without the prior written consent of The Luna Hive, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
14.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.
14.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause
14.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
14.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3.1 If any provision or part-provision of the Contract 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 the Contract.
14.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by The Luna Hive.
14.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
14.9 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).