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User Subscription Terms & Conditions

1. DEFINITIONS


1.1 In these Terms the following words and expressions shall have the meaning set out below:

“Account”

an account that is created by a Business to sign up for a User Subscription and access the Platform and Services;

“Active Content Track”

the tracking feature of an active content idea being created by Youth Group for the Business;

“Active Track”

the tracking feature of an active Job Listing;

“Candidate(s)”

a Young Person who is job seeking on the Platform;

“Cancellation Fee”

you'll be charged for the current month and one additional month before your subscription is fully cancelled.

“Content Backlog”

backlog of pending content ideas to be created by Youth Group;

“Content Report”

a report containing the number of revisions and the amount of

content created that month;

“Data Protection Legislation”

all applicable data protection and privacy legislation in force from time to time in the UK including the UK implementation of the General Data Protection Regulation ((EU) 2016/679) as implemented by the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, to the extent that the General Data Protection Regulation ((EU) 2016/679) applies to the processing of any Personal Data, such legislation as in force from time to time;

“General Access”

general access to the Content on the Platform;

“Initial Subscription Term”

the initial term of this agreement being one (1) month from the
Commencement Date;

“Initial Payment”

the initial payment made by the Business to Youth Group as set out

in Schedule 1;

"Youth Verification Requirement"

In order to access Youth Jobs, Youth Skills and Social By Youth Solutions, you must purchase youth verification services from the Company to unlock these solutions.

“Job Backlog”

backlog of pending Job Listings not yet live on the Platform;

“Youth Jobs Plan”

the Subscription plan described in clause 6;

“Job Listing”

job listings for available Positions on the Platform;

“Mentor”

an employee of a Business who is providing Mentoring Sessions as

part of the Youth Skills Services to Young People;

“Mentor Account(s)”

an account set up by a Mentor to use the Platform;

“Youth Skills Plan”

the Subscription plan described in clause 8;

“Mentor Report”

a report containing updates on the progress including but not
limited to how many Mentor Accounts the Business has and how
many Mentoring Sessions have been booked, completed and
cancelled;

“Mentoring Sessions”

a meeting between a Mentor and a Young Person;

“Monthly Payment”

any subsequent monthly payment to renew the User Subscription as set out in schedule 1;

“Listing Duration”

the length of time a Job Listing will be live for on the Platform; 3

“Position”

an available job role or opportunity;

“Renewal Period”

the each subsequent calendar month after the Initial Subscription Term when the Business pays the Monthly Fee and therefore
extends their User Subscription;

“Services”

the subscription services provided by Youth Group to Businesses
under a particular User Subscription and in accordance with these
Terms;

“Social by youth Plan”

the Subscription plan described in clause 7;

“Subscription Fees”

the subscription fees payable by the Business to Youth Group for
the different User Subscriptions, being the Initial Payment and any
subsequent Monthly Payments as set out in Schedule 1;

“Subscription Term”

has the meaning in clause 14 (being the Initial Subscription Term

together with any subsequent Renewal Periods);

“User Subscriptions”

the different type(s) of user subscription which may be purchased
by the Business which entitle the Business to access and use the
Platform in accordance with this agreement;

“VAT”

value added tax or any equivalent tax chargeable in the UK or

elsewhere;

“Youth Applications”

a young person’s application for a Position;

“Verification Process”

the process that Youth Group follow to approve a Business as Youth Verified;

“Youth-First Recommendation”

recommendations given from Youth Group to employers on how
they can become a more youthful employer;

“Youth Verified Plan”

the Subscription plan described in clause 5;

“Youth Verified Certificate”

a digital certificate that may be used confirming that you have been
judged by Youth Group to meet the requirements of a Youth
Verified Business;

“Youth Verified Status”

the status given by Youth Group to Youth Verified User Subscriptions once they have been verified;

“Young Person”

an individual between the age of 16 and 30 who has signed up as a user to use the Platform (also referred to as “Youth”, “Young
People”).

“Ambassador ”

An ambassador is a professional we have engaged through employment who is responsible for managing and building relationships with partners.

1.2 The clause headings in these Terms are inserted for convenience and shall not affect its construction.


1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.


1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.


1.7 A reference to writing or written includes e-mail.


1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.


1.9 References to clauses are to the clauses of this agreement.

2. INTRODUCTION

2.1 THE YOUTH GROUP LIMITED, incorporated and registered in England and Wales with company number 12319057 whose registered office is at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ (“Youth Group”, “us”, “our” and “we”).


2.2 Youth Group has developed and uses third party software via the internet and related mobile applications (collectively known as the “Platform”) which is dedicated to helping young people achieve their goals. It assists Businesses (as defined below) by providing access to the Platform which allows them to connect with and engage with young people to build relationships, provide
mentoring and open recruitment opportunities.


2.3 There are three (4) types of User Subscriptions available for Businesses signing up to the Platform those being Youth Verified, Youth Jobs, Social by youth and Youth Skills.

3. WHAT ARE THESE TERMS?

3.1 The purpose of these terms and conditions (the “Terms”) is to set out the terms by which you, asa business who has created an Account (as defined below) on the Platform, being a third-party company (“Business”, “your” and “you”) are permitted to access and the use the Platform in accordance with your chosen User Subscription, as well as set out our rights and obligations.

3.2 These Terms are only applicable to you if you are a Business. If you are a Young Person using the Platform, please view our Young Person Terms and Conditions.

4. SIGNING UP

4.1 Subject to you purchasing the Youth Verified, Youth Jobs, Social by youth and/or Youth Skills User-Subscription in accordance with clause 12 and Schedule 1, we will grant you a non-exclusive, non-transferable right and licence, without the right to grant sub licences, to permit you to use thePlatform during the Subscription Term in accordance with these Terms.

4.2 To purchase and have continued access to the Youth Jobs, Social by youth and/or Youth Skills User-Subscription, you must have an active Youth Verified User Subscription. The Youth Verified User-Subscription unlocks the other products provided by Youth Group.

USER SUBSCRIPTION SERVICES

5. YOUTH VERIFIED PLAN

5.1 During the Subscription Term, you will have unlimited General Access to the Platform. In addition the Youth Verified Plan permits and provides you with access to the following Services:

(a) the Youth Verified Status;

(b) the use of three (3) Youth Verified Certificates/Badges;

(c) 24/7 access to the youth employer showcase page;

(d) ability to promote your brand and opportunities;

(e) ten (10) Youth-First Recommendations per month.

5.2 During the Subscription Term, you agree that to be granted with the Youth Verified Status you must meet our requirements from time to time.

6. Youth Jobs PLAN

6.1 During the Subscription Term, you will have unlimited General Access to the Platform. In addition the Youth Jobs Plan permits and provides you with access to the following Services:

(a) one (1) Active Track at one time;

(b) unlimited Youth Applications for a Job Listing;

(c) unlimited Listing Duration for a Job Listing;

(d) unlimited shortlisting for a Job Listing;

(e) unlimited Job Backlogs.

6.2 During the Subscription Term, you agree that:

(a) any Candidate may apply for any Job Listings via the Platform;

(b) we may contact Candidates about specific Job Listings and make suggestions, recommendations, and referrals to Candidates on the Platform;

(c) we may contact you about specific Job Listings and make suggestions, recommendations, and referrals to you about Candidates on the Platform;

(d) we make no guarantee or warranty regarding the skill, experience, character, circumstances or other attributes of any Candidates applying for a Position;

(e) we make no guarantee or warranty that the Positions will be filled;

(f) each Job Listing must be for one (1) Position in one (1) location and will include reasonable details and information about the Position including but not limited to the place of work, hours of work, pay (salary or hourly rate as appropriate), any specific requirements/experience and a job description;

(g) subject to (t) above, once a Job Listing has been created, we will approve this and list it on the Platform;

(h) you are responsible for the contents of your Job Listings, application forms, pre-interview questions, criteria for interviews, interview questions, any messages you send to Candidates and you agree that we are not responsible for such content;

(i) You will comply and adhere to all applicable laws when using the Platform, including but shall not be limited to the Equality Act 2010 and the Code of Practice on Employment provided by the Equality and Human Rights Commission. You must not use the Platform with the intention to discriminate or place the Candidates at a disadvantage when deciding or approaching them to fulfil a Position. You shall indemnify Youth Group against any claim brought by an individual arising from your breach of this obligation or any other of these Terms;

(j) we may reject or remove any Job Listing as we deem appropriate without any notice and refund.

(k) in order to access Youth Jobs, you must purchase youth verification services from Youth Group. If you purchase Youth Jobs without being Youth Verified, Youth Group reserves the right to automatically enroll you in the youth verification program and charge a monthly fee for this service using the card on your account.

7. SOCIAL BY YOUTH PLAN

7.1 During the Subscription Term, you will have unlimited General Access to the Platform. In addition, the Social by youth Plan permits and provides you with access to the following Services:

(a) unlimited content creation: i. unlimited content created by the Youth Group team; ii. unlimited revisions on the content created by Youth Group,

(b) one (1) Active Content Track at one time;

(c) unlimited Content Backlogs;

(d) monthly Content Report.

7.2 During the Subscription Term, you agree that:

(a) there shall be no time limit on how long we take to create the content, revise the content or finalise the content;

(b) the more the content is revised, the more delays this will create;

(c) there is no deadline for the monthly Content Report.

(d) in order to access social by youth, you must purchase youth verification services from Youth Group. If you purchase Youth Jobs without being Youth Verified, youth group reserves the right to automatically enroll you in the Youth Verification program and charge a monthly fee for this service using the card on your account.

8. YOUTH SKILLS PLAN

8.1 During the Subscription Term, you will have unlimited General Access to the Platform. In addition, the Youth Skills Plan permits and provides you with access to the following Services:

(a) unlimited Mentor Accounts: i. branded and customisable mentor profiles for each Mentor; ii. unlimited edits to mentor profiles.

(b) unlimited Mentoring Sessions;

(c) monthly Mentor Reports

8.2 During the Subscription Term, you agree that:

(a) Each Mentor Account must have a profile photo;

(b) each Mentor will be shown these Terms before carrying out any Mentoring Sessions and you are responsible for them abiding to the Terms thereafter;

(c) all Mentoring Session will take place online via the Platform;

(d) our involvement is limited to providing the Platform whereby Mentors and Young People can connect and we will have no other role in the operation of the Mentoring Sessions, except we may decide, in our sole discretion, to seek feedback from the Mentors and Young People;

(e) a Mentor will, at the request of us, provide any information about the structure and content of their Mentoring Sessions;

(f) it will be the responsibility of the Mentor and the Young Person to manage the relationship on the Platform as they consider appropriate;

(g) Mentors will act in a proper and professional manner;

(h) Mentors must respect the boundaries of the Mentor/Young Person relationship and not attempt to contact a Young Person by any other means of communication other than on the Platform;

(i) we have not checked, verified the skills, experience, character, circumstances or other attributes or any Mentors and you shall be responsible for ensuring that each Mentor receives any necessary or appropriate training and guidance in order to abide by these Terms;

(j) Mentors will only give general advice and guidance to Young People and will not give any specific advice outside of their qualifications (for example medical advice);

(k) Youth Group reserves the right to prevent a Mentor from accessing the Platform if they feel it is appropriate to do so;

(l) any complaints made by a Young Person about a Mentor or Business, shall be dealt with and investigated exclusively by us and it shall be in our sole discretion whether we inform the Mentor or you of any such complaint;

(m) if a Mentor wishes to make a complaint about a Young Person, they shall do so directly to us who shall be exclusively responsible for dealing with the complaint and any subsequent investigation;

(n) a Mentor’s Account may be used by us for marketing purposes on the Platform and other social media sites and should a Mentor not want their Account to be made public, they must notify us in writing; and

(o) By building a Mentor Account you agree to allow us to use it for marketing material.

8.3 During the Subscription Term, the Mentor shall keep confidential the contents of the Mentoring Sessions unless:

(a) we request information or feedback about the Young Person and/or Mentoring Session;

(b) there are issues pertaining to legality;

(c) there are issues pertaining to safety to either the Young Person, Mentor or general public; and in which case the Mentor shall disclose directly to us any relevant information as required and we shall take any appropriate action.

(d) in order to access Youth Skills, you must purchase youth verification services from youth group. If you purchase Youth Jobs without being Youth Verified, Youth Group reserves the right to automatically enroll you in the Youth Verified program and charge the Youth Verified standard monthly fee for this service using the card on your account.

9. BUSINESS OBLIGATIONS

During the Subscription Term, you agree that you (and any associated staff member or Mentor)will not:

(a) intentionally mislead any Young Person;

(b) assault, harass, bully or threaten any Young Person;

(c) engage in conduct that risks the health and safety of any Young Person or Mentor;

(d) use abusive or offensive language on the Platform or in any Mentoring Session;

(e) under any circumstance record or otherwise store any Mentoring Sessions;

(f) fail to attend and Mentoring Sessions without reasonable prior notice;

(g) attend a Mentoring Session when intoxicated or impacted by drugs;

(h) provide any advice or guidance to a Young Person which you are not qualified to give or could be deemed inappropriate;

(i) create Job Listings without a reasonable and legitimate intent to hire for a bona fide opportunity or the specific Position listed;

(j) create Job Listings that intentionally mis-present the Position or the Business;

(k) create Job Listings that require Candidates to pay for employment or otherwise bear costs related to employment;

(l) create Job Listings, advertise employment positions, or otherwise engage in recruitment or hiring practices that would be a violation of the law.

GENERAL TERMS

10. BY USING THE PLATFORM YOU ACCEPT THESE TERMS

10.1 By using the Platform and Services, you confirm that you accept these Terms without amendment and that you agree to comply with them.

10.2 If you do not agree to these Terms, you must not use the Platform or the Services.

11. HOW TO CONTACT US

11.1 To contact us, please email chat@theyouthgroup.co.uk. or use your in platform chat feature to connect with your ambassador.

11.2 If we need to contact you, we will do so by writing to you at the email address you provided to use when you registered an Account with us.

11.3 We are a digital only business and therefore we are under no obligation to speak to you on the telephone or virtual conferencing.

12. ONBOARDING

12.1 As a Business, you will be required to purchase one of our User Subscriptions and create an Account with us to use the Platform accordingly. We will request the following to create your Account:

(a) the full name of the holder of the Account;

(b) the email address of the holder of the Account;

(c) the Business name;

(d) the Business’s registered address;

(e) your bank account details or billing details;

(f) confirmation of how many employees the Business has;

12.2 You will receive email confirmation from Youth Group once your Account has been successfully created. Our acceptance of your registration with us takes places when we send the confirmation email to you accepting it (the “Commencement Date”).

12.3 By creating an Account, you guarantee that the information you provide to us is accurate, complete and current at all times.

12.4 You may have a password and/or a user identification code in order to keep your Account secure.You are responsible for the security of your Account details. Youth Group will accept no responsibility for any loss or damage suffered to you as a result of you sharing or losing your login details.

12.5 You must inform us immediately if you believe that your login details have been lost, stolen,misused, or compromised in any way. You irrevocably authorise us to take any measures we consider appropriate in our sole and absolute discretion to protect your Account and/or the Platform.

12.6 We have no obligation to honour your request to create an Account and may elect in our sole and absolute discretion to refuse your request to do so without giving any reason.

13. PAYMENTS AND PRICING

13.1 You shall pay the Initial Payment for the Initial Subscription Term and any subsequent Monthly Payments for any Renewal Period in accordance with this clause 12 and Schedule 1.

13.2 You shall on making an Account, provide Youth Group with valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise us to bill such credit card:

(a) on the Commencement Date for the Initial Payment payable in respect of the Initial Subscription Term;

(b) subject to clause 14, on the first day of each Renewal Period for the Monthly Payment payable in respect of that Renewal Period; and

(c) subject to clause 14, the Cancellation Fee if the User Subscription is terminated.

13.3 All amounts payable or referred to in these Terms shall be payable in pounds sterling.

13.4 We shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon thirty (30) days' prior notice to the Business and these Terms shall be deemed to have been amended accordingly.

13.5 In order to access Youth Jobs, Social by Youth and Youth Skills you must purchase Youth Verified services from Youth Group. If you purchase Youth Jobs without being Youth Verified, Youth Group reserves the right to automatically enroll you in the Youth Verification program and charge a monthly fee for this service using the card on your account.

14. TERM AND TERMINATION

14.1 The Subscription, unless otherwise terminated as provided in this clause 14, commence on the relevant Commencement Date and shall continue for the Initial Subscription Term and, thereafter,shall be automatically renewed on a rolling basis for successive periods equal to the length of the Initial Subscription Term (each a “Renewal Period”), unless:

(a) you notify us of termination, in writing, at least twenty-one (21) days before the end of the Initial Subscription Term or any Renewal Period, in which case the subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period and on which day the Cancellation Fee shall be charged;

(b) otherwise terminated in accordance with the provisions in these Terms

14.2 We may terminate these Terms and your access to the Platform immediately if:

(a) you are in material breach of any of the provisions, paragraphs or terms contained in these Terms and/or our Acceptable Use Policy and either the breach is incapable of remedy or the breach is not remedied within a period of seven (7) days after we have given you written notice of it.

(b) if you fail to pay any amount due under these Terms on the due date for payment and remain in default not less than twenty-one (21) days after being notified to make such payment;13

(c) any information provided by you is found to be untrue, inaccurate, out of date or incomplete;

(d) if you act in any way that has brought, or could bring, Youth Group into disrepute or is unacceptable to Youth Group;

(e) if you commit any criminal offence;

(f) we can no longer provide the Platform to you.

14.3 Without affecting any other right or remedy available to it, either Party may terminate these Terms and your access to the Platform immediately at any time by writing to you, for reasons including but not limited to, the following:

(a) the other Party, in the case of a private company, 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (the “IA 1986”) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1) (e) or 123(2) of the IA 1986;

(b) the other Party, as above, 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 for the sole purpose of a scheme for a solvent amalgamation of that other Party with one (1) or more other companies or the solvent reconstruction of that other Party;

(c) the other Party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

(d) 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 that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one (1) or more other companies or the solvent reconstruction of that other Party;

(e) 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 other Party (being a company, partnership or limited liability partnership);

(f) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

(h) a creditor or encumbrancer of the other Party 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 the other Party's assets and such attachment or process is not discharged within fourteen (14) days;

(i) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3

(c) to clause 14.3 (j) (inclusive);(j) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(k) the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy;

(l) there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.4 On termination of this Agreement for any reason:

(a) all licences granted under these Terms shall terminate and the Business shall immediately cease all use of the Platform;

(b) each Party shall return and make no further use of any equipment, property,documentation and other items (and all copies of them) belonging to the other Party;

(c) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. AVAILABILITY OF THE PLATFORM

15.1 Youth Group does not guarantee that the Platform will always be available and shall not be liable for any loss or damage caused by any inability to access the Platform, or any feature or functionality of the Platform.

15.2 Youth Group may amend or suspend the Platform for various reasons, including but not limited to,the following:

(a) dealing with technical problems or making minor technical changes;

(b) updating the Platform to reflect changes in relevant laws and regulatory requirements;

(c) making changes to the Platform as requested by you or notified by us to you.

16. YOUR USE OF THE PLATFORM AND ITS CONTENT

16.1 All information available and displayed on the Platform (the “Content”) and the copyright and other intellectual property rights in that Content belongs to or has been licensed by Youth Group,unless specifically labelled otherwise. Nothing in these terms grants you any legal rights in Youth Group and/or any Content published on the Platform other than as necessary to enable you to access it.

16.2 You may access, view and use the Platform in accordance with these Terms. You may upload Content to the Platform and contact Young People on the Platform and you must at all times comply with the standards set out in our Acceptable Use Policy.

16.3 When you upload or post Content to the Platform, you grant the following rights to use that Content:

(a) us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use,reproduce, distribute, prepare derivative works of, display and perform that Content in connection with the service provided by Youth Group and across different media and to use the Content to promote Youth Group;

(b) to all other users of Youth Group (including any partners and advertisers) the right to use any Content posted or uploaded by you in accordance with the functionality of the Platform and for the purpose for which such Content was posted or uploaded.

16.4 You are responsible for configuring your device in order to access the Platform and are responsible for implementing your own Virus (as defined below) protection software.

16.5 You undertake to comply fully with any and all local, national or international laws and regulations that apply to your use of the Platform.

16.6 You shall:

(a) in order for us to provide the Platform to you, provide us with:

(i) all necessary co-operation in relation to these Terms; and

(ii) all necessary access to such information as may be required by Youth Group;

(b) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

16.7 You shall not distribute or transmit any material during the course of your use of the Platform that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially orethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,disability;

(f) is otherwise illegal or causes damage or injury to any person or property,and we reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause 16.7.

16.8 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or other wisereduce to human-perceivable form all or any part of the Platform;

(c) access all or any part of the Platform in order to build a product or service which competes with Youth Group;

(d) use the Platform to provide services to third parties;

(e) use the Platform in any way or for any purpose that is unlawful or fraudulent;

(f) introduce or permit the introduction of, any worms, Trojan horses, viruses and other similar things or devices (each a “Virus” and together the “Viruses”) any Virus into Youth Group’s network and information systems.

16.9 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, thePlatform and, in the event of any such unauthorised access or use, promptly notify Youth Group.

17. CHANGES TO THESE TERMS

17.1 We may amend and update these Terms from time to time. We will notify you of any changes to these Terms by emailing you at the email address associated with your Account and/or by posting a notice on the Platform.

17.2 By continuing to use the Platform after any change to these Terms has been notified to you in accordance with clause 17.1, you are deemed to have agreed to the amended Terms.

18. DISCLAIMERS

18.1 The Content on the Platform is provided for general information only and is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the Content on the Platform.

18.2 The Content on the Platform is provided for general information, and we take make no warranties,representations or guarantees to you that any action you take based on the Content on the Platform will result in any particular outcome or success.

18.3 Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only and such links should not be interpreted as approved by us. We have no control over the contents of those sites or resources.

18.4 We have a no refund policy on all User Subscriptions.

19. LIMITATION OF LIABILITY AND NO WARRANTY

19.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from negligence or fraud, or any other liability that cannot be excluded or limited by the laws of England and Wales.

19.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform, or any Content on the Platform, whether express or implied.

19.3 In no event shall Youth Group, its shareholders, directors, officers, employees or agents be liable(jointly or severally) to you for any loss or damage, whether in contract, tort (including negligence),breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:(a) the use of, or inability to use, the Platform;(b) any injury or harm to you caused by or in connection with using the Platform;(c) the use of, or reliance on, any Content displayed on the Platform.

19.4 We will not be liable for any loss or damage caused by a Virus, distributed denial-of-service attack,or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to the use of our Platform.

19.5 From time to time, you may use or access the services, promotions and websites of third parties whilst using the Platform. In using or accessing third party services, promotions and websites, you agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision ofservices, accuracy of promotions or content of websites belonging to or operated by third parties.

19.6 You agree to indemnify and hold Youth Group and its related companies, and each of their respective shareholders, directors, officers, employees and agents harmless from and against any third party claim or cause of action, including reasonable legal fees and court costs, arising, directly or indirectly, out of your use in breach of these Terms or your violation of any law or the rights of any third party.

19.7 You acknowledge and agree that we are not responsible for the accuracy of any information published on the Platform by other Users and we do not warrant that any information appearing on the Platform is accurate, true or complete. If you believe that any information appearing on the Platform is incorrect, you should inform us of the information that you consider to be inaccurate,and we will seek to inform the user who posted the information that you consider it to be inaccurate. We specifically exclude liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Platform.

19.8 You acknowledge and agree that we are not responsible for the acts and/or omissions of any other Young Person or Business accessing and/or using the Platform. We specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of the acts/and or omissions of any other users (as applicable).

20. WHO OWNS THE PLATFORM

20.1 Youth Group and its licensor(s) are the sole owners of the Platform, which includes any software,domains, and Content made available through the Platform. The Platform is protected by UK and international copyright and other Intellectual Property Rights laws. All such rights are reserved.

20.2 You may not sell, export, license, modify, copy, distribute or transmit the Platform (or any part of it) without our prior express written consent.

20.3 Any unauthorised use of Platform may result in the termination of the limited licence granted byus under these Terms. We reserves the right to terminate the limited licence in our sole and absolute discretion.

20.4 Youth Group and its graphics, logos, icons and service names related to the Platform are registered and unregistered trademarks or trade dress of Youth Group. They may not be used without Youth Group’s prior express written permission.

20.5 All other trademarks not owned by us that appear in connection with the Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by us. We accept no liability for any unauthorised use of any trademarks by any user or third party.

21. WHAT SECURITY MEASURES DO WE HAVE IN PLACE

21.1 Whilst we have implemented commercially reasonable technical and organisational measures to secure your details from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. We accept no liability for any losses associated with any unauthorised use. You acknowledge that you provide personal and other information at your own risk.

21.2 When you create an Account on the Platform, the default privacy settings will be applied to your Account. You may change the privacy settings for your Account in order to control who can see and access your Account.

21.3 By downloading, using and/or accessing in any way the Platform and/or material provided through the Platform, you consent to receiving electronic communications and notices from us.

21.4 You agree that any notice, agreement, disclosure or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

22. HOW WE MAY USE YOUR DATA

22.1 Youth Group will comply with all applicable requirements of the Data Protection Legislation.

22.2 Details of our approach to processing Personal Data can be found in our Privacy Policy.

23. CONFIDENTIALITY

23.1 “Confidential Information” means all confidential information (however recorded or preserved)disclosed by a Party or its representatives to the other Party and that Party's Representatives after 20 the Commencement Date in connection with the Platform and Services, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to:

(a) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party; and

(b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party

23.2 The provisions of this clause 23 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its representatives in breach of this clause);

(b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;

(c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party;

(d) the Parties agree in writing is not confidential or may be disclosed.

23.3 Each Party shall keep the other Party's Confidential Information secret and confidential, and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms (the “Permitted Purpose”);

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause

23.4 A Party may disclose the other Party's Confidential Information to those of its representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such representatives of the confidential nature of the Confidential Information before disclosure;

(b) at all times, it is responsible for such representatives' compliance with the confidentiality obligations set out in this clause.

23.5 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to 21 do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 23.5, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

23.6 A Party may, provided that it has reasonable grounds to believe that the other Party is involved inactivity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other Party of such disclosure.

23.7 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in these Terms are granted to the other Party, or to be implied from these Terms.

23.8 On termination or expiry of the Subscription Term, each Party shall:

(a) destroy or return to the other Party all documents and materials (and any copies)containing, reflecting, incorporating or based on the other Party's Confidential Information;

(b) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other Party that it has complied with the requirements of this clause,provided that a recipient Party may retain documents and materials containing, reflecting,incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

23.9 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

23.10 Except as expressly stated in these Terms, no Party makes any express or implied warranty or representation concerning its Confidential Information.

23.11 The above provisions of this clause 23 shall continue to apply for a period of one (1) year from termination or expiry of the Subscription Term.

24. OTHER IMPORTANT TERMS

24.1 In providing you with access to the Platform, we reserve the following rights, and, in accessing,browsing or otherwise using the Platform, you grant to us and agree that we shall have the following rights:

(a) the right to refuse or withdraw your access to the Platform or Services or ability to post Content on the Platform, without liability, in accordance with applicable laws for any reason at any time (with or without notice) if, in we believe in our sole and absolute discretion, youviolate, attempt to violate or breach any of these Terms or applicable law;

(b) the right to amend or update the Platform or these Terms from time to time;

(c) the right to without notice, remove Content or materials from your Account or the Platform for any reason whatsoever at our sole and absolute discretion, including without limitation Content which is unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, or where the Account is used to propagate any such Content;

(d) the right to access your Profile in order to respond to a request for technical support so long as we maintain reasonably appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data; and

(e) the right to terminate, without notice, your Account and delete any associated data from thePlatform if your Account has been inactive or disabled for ninety (90) days or more.

24.2 We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to terminate these Terms no less than seven (7) Business Days’ after we tell you about our intention to transfer.

24.3 You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.24.4 These Terms are between you and us. No other person shall have any rights to enforce any of these Terms.

24.5 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

24.6 If we do not insist immediately that you do anything you are required to do under these Terms, orif we delay in taking steps against you in respect of you breaching any of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

24.7 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24.8 These Terms together with our Privacy Policy and Acceptance Use Policy constitute the entire agreement between you and us in relation to your use of the Platform, User Subscription and Services and supersede any prior representations, inducements or agreements relating to its subject matter.

24.9 You agree that these Terms and any claim, dispute or controversy arising out of in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims),the Platform, the Services, Youth Group’s advertising or any related transaction between you and Youth Group shall be governed by and construed in accordance with the law of England and Wales.Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1

Subscription Fees

The Initial Payment and any subsequent Monthly Payments for each User Subscription shall be calculated based on the chosen plan a Business subscribes to in accordance with the table below.

Youth Verified

Price £500 + VAT

Youth Jobs

£3,000 + VAT

Social by youth

£2,000 + VAT

Youth Skills

£1,000 + VAT