1.1. Except to the extent expressly provided otherwise, in this Agreement:
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Agreement" means this agreement, and any amendments to this agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in [England];
"Business Hours" means the hours of [09:00 to 17:00 GMT/BST] on a Business Day;
"Client" means UK aerospace or defence industry SME who have paid for unlimited access to the Company's paid services as required, for a limited period as specified in the specific subscription purchased.
"Company" means Armsnet Limited, a company incorporated in Gibraltar having its registered office at 21 Bell Lane PO Box 651 Gibraltar having its principal place of business at Victoria Chambers, 120 Victoria Road, Swindon, Wiltshire, England SN1 3BH
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Company Confidential Information" means:
a) Any information disclosed by or on behalf of the Company to the Member by the Company during the Term OR at any time before the termination of this Agreement (whether disclosed by the Company website, in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Member (acting reasonably) to be confidential; and
b) the terms of this Agreement;
"Company Restricted Associates" means:
a) the employees, directors, agents and subcontractors of the Company that are incorporated, established, situated or resident in the Company territory;
b) the customers, clients, licensors, licensees, suppliers, service providers, principals, joint venture partners, business partners and competitors of the Company that are incorporated, established, situated or resident in the Company Territory;
c) the Affiliates of the Company; and
d) any other persons or entities that are incorporated, established, situated or resident in the Company Territory and with whom the Company has had a material business relationship during the Term;
"Company Restriction Period" means the Term and the period of 6 months following the end of the Term;
"Company Territory" means Gibraltar and United Kingdom;
"Effective Date" means the date the Member accepts this Agreement;
"Paid Services" refers to all paid services available to Clients or Members.
"Permitted Purpose" means accessing the services and information provided by the Company website;
"Personal Data" has the meaning given to it in the Data Protection Act 1998; and
"Services" refers to all services, whether paid or free of charge, available to visitors, Clients or Members.
"Subscription" refers to a fixed rate contract giving unlimited access to the Company's paid services as required, for a limited period as specified in the specific subscription purchased by Clients.
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.
"Visitors" refers to one or more user(s) accessing and using the Website without having registered on the Company Website.
"Website(s)" means www.aspirant.es and other websites published by Aspirant Limited or the ArmsCorps Group of Companies.
2.1. This Agreement shall come into force upon the Effective Date.
2.2. This Agreement shall continue in force indefinitely subject to termination in accordance with Clause 9 or any other provision of this Agreement.
2.3. The Company offers a virtual Client-Member introduction service over the internet and as such this Agreement sets out the contractual relationship between the Company and each individual Member.
2.5. The Company Website Services are free of charge subject to Member's completing all their mandated profile fields listed in the 'My profile' section within 20 business days of the Effective Date.
2.6. The Company shall make the following Services available to the Member;
a) Member profiles will be accessible to Clients for review and selection. Member's with a high-performance rating will be exclusively promoted by the Company.
b) Members will be able to create and update their Member profiles; view Client profiles; search Client profiles; send e-mails to Clients, reply to e-mails from Clients and add relevant regional industry newsfeeds.
c) The Member shall be able to edit their Member profile information at any time from the 'My Profile' page.
2.7. The Services provided by the Company will be free of charge for Members.
2.8. Not used.
2.9. All communication between the Member and the Client must be conducted through the Company Website's internal messaging system.
2.10. The Member warrants that the information entered into the Member's 'My profile' page and communicates via the Newsfeed feature on the Website is accurate. The Member agrees to immediately inform the Company of any inaccurate or inappropriate data entered.
2.12. Except in the event of the Company's own wrongdoing or technical failure of the Service(s), the Member will be responsible for the use of its username and password and any statements or claims made through the Member's account, whether fraudulent or not, and will indemnify and hold the Company harmless against any claims in this respect.
2.13. If a Member wishes to recommend a potential member and provides the Company with the contact details of the potential member, then that Member undertakes to obtain that potential Member's express consent to the processing of the potential member's data by the Company. The Company undertakes to communicate with the potential member to invite the potential member to apply to become a Member. If the potential member subsequently joins as a Members, then the Member that made the recommendation will receive a ratings credit.
2.14. Not used.
2.15. Not used.
2.16. As a security measure the Company may deactivate Member accounts which have not used the Services for six (6) months or more and for whom no Subscription remains valid. Any messages exchanged through the Company Website and saved by Member's on their accounts are automatically deleted at the end of a one-year period.
2.17. Not used.
3.1. The Member agrees to completing all their mandated profile fields listed in the 'My profile' section within 20 business days of the Effective Date.
3.2. Member's obligation is to conduct itself in an honest manner in good faith with respect to the Company and Clients and to not infringe the intellectual property rights of the content provided by the Company.
3.3. Member's agree not to post, indicate or disseminate, in any form whatsoever, information or content which is inaccurate or disingenuous, to refrain from posting any statement or content that violates the rights of others or is defamatory, abusive, obscene, offensive, violent or incites violence, political, racist or xenophobic and, in general, any statement or content contrary to the purpose of the Services, the laws and regulations in force in the territory from which the Member accesses the Services, the rights of other persons or public morals.
3.4. Member's agree not to post on the Site any personal information provided by a Member to the Company (e-mail address, postal address, telephone number, etc.) that would allow a Client to contact a Member without using the Services provided by the Website including the internal messaging system.
3.5. Member's agree not to post, disclose, or disseminate in any form whatsoever information or content that has the effect of diminishing, disrupting, preventing the normal use of the Services, interrupting and/or slowing the normal flow of communications between Member's and Clients through the Services, such as software, viruses, logical bombs, mass mailing, etc. The Company reserves the right to delete mass messages sent by a Member to preserve the normal quality use of the Services.
3.6. Member's agree not to post, disclose, or disseminate in any form whatsoever information or content incorporating links to third-party sites that are illegal, contrary to morality and/or not in conformity with the purpose of the Services.
3.7. Only Member's whose application for membership has been approved may use its password and/or username to access the Services. In this regard, the Member will not, without this list being exhaustive, communicate, disseminate, share, make accessible, in any way whatsoever, its passwords and/or usernames to any third party.
4.1. The provisions of this Clause 4 shall apply during the Company Restriction Period.
4.2. The Member shall use all reasonable endeavours to not, either directly or indirectly, whether on its own account or on behalf of another person or entity:
a) solicit, entice or procure any Company Restricted Associate to leave the employment of the Company or terminate its commercial relationship with the Company;
b) solicit, entice or procure any Company Restricted Associate to do anything which if done by the Members would be a breach of this Agreement;
c) solicit, entice or procure any Company Restricted Associate to reveal trade secrets or confidential information of the Company to any person or;
d) interfere with any of the Company's business relationships in a way which may be reasonably expected to have a material negative effect on the business of the Company.
4.3. The Member shall use all reasonable endeavours to ensure that no employee of the Member, no Affiliate of the Member, and no employee of any Affiliate of the Member will do anything which if done by the Member would be a breach of Clause 4.2.
4.4. The Member agrees that the restrictions on the Member in this Clause 4 are reasonable in scope and are reasonably necessary to protect the Company's legitimate business interests.
4.5. This Clause 4 shall not restrict any dealings between the Member and a Company Restricted Associate where there has been no employment, corporate, commercial or other business relationship between the Company and that Company Restricted Associate for a continuous period of at least 12 months immediately preceding the commencement of dealings between the Member and that Company Restricted Associate.
5.1. The Member must:
a) keep the Company's Confidential Information strictly confidential;
b) not disclose the Company's Confidential Information to any person without the Company's prior written consent, and then only under conditions of confidentiality approved in writing by the Company or no less onerous than those contained in this Agreement;
c) use the same degree of care to protect the confidentiality of the Company's Confidential Information as the Member uses to protect the Member's own confidential information of a similar nature, being at least a reasonable degree of care;
d) act in good faith at all times in relation to the Company's Confidential Information; and
e) not use any of the Company Confidential Information for any purpose other than the Permitted Purpose.
5.2. Notwithstanding Clause 5.1, the Member may disclose the Company's Confidential Information to the Member's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Company's Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Company's Confidential Information.
5.3. This Clause 5 imposes no obligations upon the Member with respect to Company Confidential Information that:
a) is known to the Member before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
b) is or becomes publicly known through no act or default of the Member; or
c) is obtained by the Member from a third party in circumstances where the Member has no reason to believe that there has been a breach of an obligation of confidentiality.
5.4. The restrictions in this Clause 5 do not apply to the extent that any Company Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Member on any recognised stock exchange.
5.5. Upon the termination of this Agreement, the Member must immediately cease to use the Company Confidential Information.
5.6. Following the termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the Company or Within 5 Business Days following the date of termination of this Agreement, the Member must destroy or return to the Company (at the Company's option) all media containing Company Confidential Information and must irrevocably delete the Company Confidential Information from all Personal Electronics Devices and computer systems.
5.7. The provisions of this Clause 5 shall continue in force for a period of 6 months following the termination of this Agreement, at the end of which period they will cease to have effect.
5.8. The Member must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.
5.9. The Member must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.
5.10. Not used.
6.2. The Company enforces the highest standards with respect to Member's privacy and data protection and answers to the Information Commissioner's Office in the UK for the methods of data processing operated. The Company shall make every effort to ensure the security of data provided by the Member for all Websites and Services.
6.3. Internet security is a complex issue and no information system can be seen as perfectly secure. Should a security breach be discovered, the Company will use its best efforts to act as soon as possible to remedy the breach. In order to improve the level of protection of data, the Company suggests that Members use software devices that protect data transmission networks (such as antivirus systems and updated firewalls and anti-spam filters).
6.4. Online payments on the Sites are secured through https protocol in order for payment data to be encrypted during transmission to the payment processor. The Company will not collect, process or use any data unless necessary for the performance and improvement of the Services and to the extent necessary, or if required or permitted by applicable governing laws.
6.5. The Member data we collect may include primary contact details; your name, company name, company postal and electronic address, mobile or landline phone number, banking information, information about your company, your experience, company products and services, areas of expertise and in-country networks and the use of the Company's Services. Some additional information and comments or content optionally provided by the Member in the free-form fields may, under the responsibility and initiative of the Member concerned also be collected.
6.6. The Company shall also collect technical data such as Internet browser (Firefox, Chrome, Safari, Netscape, Internet Explorer, etc.), operating system (Windows, Mac, Android, iOS, Windows Phone, etc.) and the IP address of the system used to access Company Services, the identifying information of your computer or other device used to visit the Company Website(s).
6.8. Any sensitive information or content concerning products and services, or networks and shall be treated as sensitive data. This sensitive data is likely, under the liability of the Member disseminating same, to disclose the Member's network of contacts. By providing such information, the Member concerned expressly consents to the processing of this data by the Company and assumes sole responsibility and liability for same.
6.9. Information about the Member obtained when applying to use our Services helps the Company offer other Services. The Company has taken all precautions to archive Member information in a secure environment. The information contained on the Member 'My Profile' page may be accessed from and are visible to Clients on the Company's Website, on the Internet and by mobile phone. In addition, the Company may disseminate this information directly through the Services or our partners to persons interested in the Services, through newsletters or third-party websites or through any other electronic (e-mail, text messaging, etc.) or audiovisual (radio, television, etc.) communication tools or in the print media (newspapers, magazines, etc.) to increase your chances of meeting a Client by promoting your Member profile.
6.10. As a result, by providing their information through the Services, Members expressly authorize the Company to reproduce and disseminate the information contained in their profiles on all the Company's Services and the Company's Websites, on the Company's mobile application, on the Internet, by e-mail) and/or generally on all distribution media, in particular, audiovisual communication (press, radio, analogue television, digital, cable or satellite television) or electronic communication (e-mail, Internet) throughout the world, including outside the European Union, for the duration specified in this Agreement between Members and the Company to which it provided its information.
6.11. The Company may send you commercial offers for some of our partners, provided that the Member has given explicit and informed consent relating to said commercial offers during registration, unless, during registration, the Member has opted not to be contacted or the Member indicates any time thereafter that it no longer wishes to be contacted. If the Member does not wish to receive special offers from the Company or our partner companies, please tick the box which indicates that the Member does not want to be contacted during application or at any time by going to "My Profile" section accessible on the Company Website or by sending us a letter.
6.12. The Company may share socio-demographic information with partners without indicating names, to enable said partners to target their advertisements (by age, gender, etc.). In this case, the Company will not send these partners information that would enable them to identify the Member. The Company may also share with selected partners information related to your location, to enable them to target their advertisements (by age, gender, etc.) if you have enabled this feature during the application process.
6.13. For the purposes of current data protection legislation in the European Economic Area ("EEA"), the Service data controllers are the ArmsCorps Group companies, including Aspirant (postal address: 21 Bell Lane PO Box 651 Gibraltar).
6.14. By providing information through the Services, Members expressly authorize the Company to which they have supplied this information, to transfer this information and the benefit of the above-mentioned rights to the other companies of the ArmsCorps Group, to service providers and any successors of the relevant ArmsCorp Group entity, located within or outside the European Union, as applicable.
6.15. Although only Members can view the data, you should be aware that you are acting in a public space and are responsible for your privacy. You have the opportunity to actively influence what Clients think of you. To keep any information private, do not add the information in question to your profile. Moreover, there are several options available to select who can see your profile or if Clients can see that you are online. If you wish, you can also temporarily disable your profile.
6.16. Members can set the number of notifications and the information you want to receive from the Company. In the "My Account" page of your profile, you can indicate whether you want to be notified when a message is received, and your profile is viewed by a Client or if you would like to receive special offers from the Company.
6.17. Members may access or request access to their data to modify or delete this data or to request us to stop using it. Members may send their request by writing to us at the following address: (postal address; 21 Bell Lane PO Box 651 Gibraltar) or by filling out the contact forms.
6.18. Members may unsubscribe at any time from the Company's personalized offers in the "My Account" page. Members may also refuse certain uses of Member data, in particular their use for promotional purposes or to create user profiles under pseudonyms for advertising purposes, by the means described above.
6.19. If you no longer wish the Company or its partners to reproduce or disseminate the information contained in your profile, Member's may cancel their accounts according to the terms and conditions of Article 8 entitled "Termination". Since this information consists of profile information, the termination will not take effect until the next update or the next version of these communications (printed, press, audiovisual or electronic) containing profile information.
7.1. All Services names, trademarks, logos, graphics, photographs, animations, videos and texts contained on the Sites and within the Services are the property of the Company, and may not be reproduced, used or displayed without the express authorization of the Company. The rights of use granted to the Member are limited to private and personal use as part of and for the duration of the registration for the Services. Any other use by the Member is prohibited.
7.2. The Member is prohibited from, among other actions, modifying, copying, reproducing, downloading, broadcasting, transmitting, commercially operating and/or distributing the Services, Website pages or the computer code of the Services and Website, in any way whatsoever.
7.3. The Member grants the Company a license to use the intellectual property rights arising from the content provided by Members in connection with their registration and use of the Services or the display of its profile on the Services. This license includes, but is not limited to, the right of the Company to reproduce, represent, adapt, translate, digitise, and use for the purposes of the Services, or sub-license the content provided by the Members including information, images, description, search criteria, etc. on all or part of the Services (on the Website, by e-mail) and on all Company Websites, in the mailing campaigns carried out by the Company, and, in general, on all electronic communication media (e-mail, SMS, MMS, WAP, Internet, mobile application) as part of the Services.
7.5. Nothing in this Agreement shall constitute an assignment or transfer of any of the Company's intellectual property rights.
7.6. Nothing in this Agreement shall constitute a licence of any of the Company's intellectual property rights, save that, without limiting the scope of the Member's obligations under Clause 5, the Company grants to the Member a license to copy, store and access during the Term such Company Confidential Information as may be disclosed to the Member in electronic form.
8.1. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
8.3. The use of the Services on a Mac requires the exclusive use of the Mozilla Firefox browser – the Company does not guarantee optimal operation with the Safari or Opera browsers. For the full use of our Services, you will need to have installed the latest version of the Adobe Flash software (downloadable from "www.adobe.com"). Depending on your network configuration (protected by a firewall or proxy) the connection with our sites might not be possible.
8.4. Members should ensure they have the abilities, materials and software required for the use of the Internet or the Services mobile application, if applicable, the Internet services, and acknowledge that the nature and constraints of the Internet do not guarantee the security, availability and integrity of the transmission of data over the Internet or through mobile applications.
8.5. The Company does not guarantee that the Services will be able to be used if Members use a "pop-up killer" tool; in this case, this function must be disabled prior to the use of the Services. The Company does not warrant that the Services will function properly if the Member's Internet service provider fails to provide an adequate level of service. Similarly, if applicable, the use of smartphone applications, whose use Members have agreed on directly with the provider, requires Members to have a smartphone and a satisfactory connection.
8.6. Under these circumstances, the Company is not responsible for any lack of functionality, lack of access or poor conditions of use of the Sites that would be attributable to equipment-related inadequacies, to the internal failures of Members' access provider, the overloading of the Internet network and for any and all other reasons external to the Company, which the Member agrees are events of force majeure.
8.7. The operation of the Services may be interrupted momentarily due to maintenance, updates or technical improvements, or to update the content and/or the way it is presented. To the extent possible, the Company will notify the Members prior to any maintenance operations or updates.
8.9. The Company cannot be held liable for the accuracy or inaccuracy of the information and content provided by the Member, other Members, Clients, Visitors to the Websites (and the consequences of reliance on any such information). Similarly, the Company cannot be held liable for any content disseminated by a Member that may potentially constitute a breach of the rights of one or more of the other Members, Clients or third parties, where the Company can demonstrate that it: (i) was not informed by a Member or third party, or about the content or the dissemination, (ii) did not have actual or prior knowledge of the same or (iii) did not commit a breach in the performance of any of its contractual obligations which led to such content being disseminated.
8.10. The Company may not be held liable for any direct or indirect damage incurred by the Member in the event the Member causes the damage or the damage results from an event of force majeure.
8.11. The quality of the Services demanded by both the Company and its Members requires that Members conduct themselves ethically and behave with respect for the rights of third parties, and the respect for the laws and regulations in force. To meet this demand for quality, individual responsibility and ethics, the Company requests any Member to report any data (photography, text, video), behaviours or comments made by another Member that appear to be in violation of the laws and regulations in force, concerning the purpose of the Services, third-party rights or public morals.
8.14. The Company does not exercise any control over the External Websites and external resources (third-party websites or mobile applications, social networks, etc.) to which the hyperlinks accessible on the Sites and the Services redirect and which any entity of the Company did not create. It cannot be held liable for the provision of hyperlinks to External Websites, and cannot be held liable for their content, advertisements, products, service features or any other information available on or based on the use of such External Websites.
8.15. Any issues relating to a link must be submitted to the administrator or webmaster of the site in question. A Member's access and/or use of these sources and External Websites may be governed by third party terms and conditions over which the Company has no control.
8.16. The Members should ensure they have the skills, hardware and software required to use the Internet or, as appropriate, Internet, telephone and Audiotel Services, and acknowledges that the characteristics and constraints of the Internet mean that the security, availability and integrity of Internet data transmissions cannot be guaranteed.
8.17. We do not guarantee that the Services will function if the Member activates a pop-up killing tool. In this case, the function should be deactivated before using the Service. We do not guarantee that the Services will be usable if the Member's Internet Service provider ("ISP") is unable to provide its services properly. In this context, we cannot be held responsible for the non-functioning, unavailability or adverse conditions of usage of the website resulting from incorrect hardware, problems experienced by the Member's ISP or blockages on the Internet networks or for all other reasons outside our sphere of influence. Moreover, due amongst other things to the specifics of their Internet browser, Members connecting through AOL may encounter problems making our sites function properly. Furthermore, smartphone applications are only available to our Members in possession of the smartphone handset and Internet access is required.
8.18. Under these conditions, we do not guarantee that the Services shall function without interruption or error. In particular, the use of our Website may be interrupted at any time for the purposes of maintenance, updates or technical improvements, or to develop its content and/or presentation. Whenever possible, we shall inform Members prior to maintenance work or updates. Apple users should use Mozilla Firefox - we do not guarantee optimal functioning of the website when using Safari or Opera browsers. Please note that up-to-date Adobe Flash software may be required for this website to function properly (download from: http://adobe.com/getflash). Depending on your network configuration (if protected behind a firewall or proxy), connection to our Messenger service may not be possible.
9.1. Members may terminate their membership by requesting the closing of their account at any time without reason by making a request through the "My Account" section of the Website dedicated to this purpose or by any means which may be indicated under this heading. This request will be deemed made on the working day following the receipt by the Company of the request to close the account concerned. This request will not entitle reimbursement to the Member of the period remaining until the Member's retainer or commission payments to the Company.
9.2. Not used.
9.4. This termination will take effect without prejudice to any damages the Company, the ArmsCorp Group Companies, it's or their successors and/or authorized representatives may claim from Members as compensation for losses incurred by the Company and/or its successors and/or authorized representatives as a result of these breaches.
9.5. The Member will be notified by e-mail of the termination or confirmation of the termination of its account. Data relating to the Member will be destroyed at the request of the Member or at the expiry of the current statutory period from the termination of the Member's account.
9.6. During their membership Members may also subscribe to other one-time services, such as purchasing smartphone apps and/or special offers. Where applicable, these one-time services are purchased from other service providers and subject to payment terms and conditions such as termination other than those used for the Services offered by the Company, which are issued by the other relevant service provider. The billing and payment terms and conditions and the terms of termination and renewal specific to these one-time services and special offers will be given to the Member and accepted by the Member by the relevant service provider prior to purchase.
10.2. If one or more provisions in this Agreement are held to be unenforceable under applicable laws or regulations or as a result of a final decision of a competent court, the other provisions will remain in full force and effect, to the extent permitted by that decision. Furthermore, the failure of a Party to act with respect to a breach by the other Party of any of the provisions of this Agreement does not in any way imply a waiver of the right to act at a later date with respect to that breach.
11.1. The Company may amend this Agreement at any time. Notice of the nature of these amendments will be sent to Members as soon as they are posted on the Sites. The amendments will come into effect one month after they are posted on the Sites. With respect to potential members applying for membership after the amendments are posted on the Sites, these amendments will immediately apply, as they will have expressly accepted them by becoming Members. Upon the issuing of an amendment to a Member, the Member will have several options;
11.2. Member's may implement the procedure referred to in Article 8 entitled "Termination" at any time during the four (4) months following the date of entry into force of the new terms of this Agreement. Beyond this four-month period, if the Member has not made known its intention to terminate its account, the Member's acceptance of the new terms of this Agreement is implied. Members are accordingly invited to consult the version of this Agreement in force available on the Sites at all times.
11.3. Not used.
12.1. The limitations and exclusions of liability set out in this Section 13 and elsewhere in these terms and conditions govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
12.2. The Company will not be liable for any loss or damage of any nature arising from the use of information and services provided by our Website.
12.3. The Company will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
12.4. The Company will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
12.5. The Company will not be liable to you in respect of any loss or corruption of any data, database or software.
12.6. The Company will not be liable to you in respect of any special, indirect or consequential loss or damage.
12.7. Members accept that the Company has an interest in limiting the personal liability of our officers and employees and, having regard to that interest, Members acknowledge that the Company is a limited liability entity; Members agree that they will not bring any claim personally against the Company's officers or employees in respect of any losses Members suffer in connection with the website or these terms and conditions.
12.8. The Company's aggregate liability to Members in respect of any contract to provide services to Members under these terms and conditions in any case shall not exceed the total amount paid and payable to us by Members under the contract.
12.9. Not used.
13.1. The Member agrees to indemnify the Company (including our directors, officers, employees, subcontractors, agents and affiliated companies) against all third-party claims and liabilities related to your breach of this Agreement and/or to your use of the Website and Services.
13.2. The Member hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.
14.2. Members may also make claims on the European Commission's online dispute resolution platform by visiting the following URL: http://ec.europa.eu/consumers/odr/. The European Commission will transfer the Member's claim to the competent notified national mediators. In accordance with the rules applicable to mediation, prior to any request for mediation, the Member must first have raised any dispute with the Company in writing in order to attempt an amicable resolution of this dispute.
14.3. Any disputes between the Company or the ArmsCorp Group of companies and a Member, including any non-contractual disputes, arising from this Agreement or the Services that the Member does not elect to settle by mediation as described above, will be dealt with by the courts of England and Wales.