website terms

TERMS OF SALE AND USE
BACKGROUND:
These Terms of Sale and Use, together with any and all other documents referred to herein, set out the terms under which Paid Content, accessed via Premium Membership, and Services are sold by Us to consumers through this website, www.careerxi.com (“Our Platform”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing Premium Membership and or any future Services.

You will be required to read and accept these Terms of Sale and Use when upgrading to Premium Membership. If you do not agree to comply with and be bound by these Terms of Sale and Use, you will not be able to purchase a Premium Membership and access Paid Content through Our Platform. These Terms of Sale and Use, as well as any and all Contracts are in the English language only
1. Definitions and Interpretation
1.1. In these Terms of Sale and Use, unless the context otherwise requires, the following expressions have the following meanings: “Contract” means a contract for the purchase of a Subscription to access Paid Content or the purchase of Services, as explained in Clause 6; “Paid Content” means the digital content sold by Us through Our Platform;
“Premium Membership” means a subscription to Our Platform providing access to Paid Content; “Premium Membership Confirmation” means our acceptance and confirmation of your purchase of Premium Membership; “Membership ID” means the reference number for your Membership; “Order” means your order for the Services; “Order Confirmation” means our acceptance and confirmation of your Order; “Services” means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation); and “We/Us/Our” Means CareerXi, a company registered in England under 10806140, whose registered address is 36 Ratliffe Road, Rugby CV22 6HB, United Kingdom and whose main
trading address is 25 Canada Square, Canary Wharf, Level 33, London E14 5LB

2. Information About Us
Our Platform, www.careerxi.com, is owned and operated by CareerXi, a limited company registered in England under 10806140, whose registered address is 36 Ratliffe Road, Rugby CV22 6HB, United Kingdom and whose main trading address is 25 Canada Square, Canary Wharf, Level 33, London E14 5LB

3. Access to and Use of Our Platform
3.1 Basic access to Our Platform is free of charge
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Platform
3.3 Access to Our Platform is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Platform (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Platform (or any part of it) is unavailable at any time and for any period
3.4 Use of Our Platform is subject to our Website Terms of Use. Please ensure that you have read them carefully and that you understand them

4. Age Restrictions
4.1 Consumers may only purchase Premium Membership and or Services through Our Platform if they are at least 18 years of age
4.2 None of the Services on Our Platform may be purchased by anyone under 18 years of age

5. Services, Pricing and Availability
5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances
5.2 Please note that sub-Clause 7.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether
5.3 Where appropriate, you may be required to select the required Services package or pricing
5.4 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not
provided on Our Platform
5.5 We make all reasonable efforts to ensure that all prices shown on Our Platform are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any Order that you have already placed. All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within 7 days, We will treat your Order as cancelled and notify you of the same in writing
5.6 In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Platform at the time of placing your Order
5.7 All prices on Our Platform include VAT unless stated. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment
5.8 The $.7.99 Premium Membership is a monthly subscription payment and is non-refundable. We will continue to take your monthly payment until you cancel. There is no minimum contract, you can cancel your subscription at anytime

6. Orders – How Contracts Are Formed
6.1 Our Platform will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors. Please ensure that you have checked your Order carefully before submitting it
6.2 No part of Our Platform constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”)
6.3 Order Confirmations shall contain the following information:
6.3.1 Confirmation of the Services ordered including full details of the main characteristics of those Services;
6.3.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges
6.4 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 5 working days
6.5 If you change your mind, you may cancel your Order or the Contract before We begin providing the Services subject to these Terms of Sale. For details of your cancellation rights, please refer to Clauses 12 and 13
6.6 We may cancel your Order at any time before We begin providing the Services if the required personnel and/or required materials necessary for the provision of the Services are not available
6.7 If We cancel your Order under sub-Clause 14.2 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 5 working days. If We cancel your Order, you will be informed in writing by email
6.8 Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Services

7. Payment
Payment for the Services will be due in the form of payment of 100% of the total price for the Services at the time of purchase. We accept various methods of payment and currencies on Our Platform, that may change from time to time, as detailed on our checkout page

8. Provision of Paid Content
8.1 Paid Content appropriate to your Premium Membership will be available to you immediately when We send you a Premium Membership Confirmation and will continue to be available until you end the Contract
8.2 When you place an order for Premium Membership, you will be required to expressly acknowledge that you wish the Paid Content to be made available to you immediately. You will
also be required to expressly acknowledge that by accessing (e.g. downloading or streaming) the Paid Content, you will lose your legal right to cancel if you change your mind
8.3 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
8.3.1 To fix technical problems or to make necessary minor technical changes;
8.3.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements;
8.3.3 To make more significant changes to the Paid Content
8.4 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.3, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension)

9. Licence
9.1 When you purchase a Premium Membership to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for personal, non-commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).
9.2 The licence is granted to you. You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’)

10. Problems with the Paid Content
10.1 By law, We must provide digital content that is of satisfactory quality, fit for purpose, and as described. If any Paid Content available through your Premium Membership does not comply, please contact Us as soon as reasonably possible to inform Us of the problem. Please contact Us at membership@careerxi.com or visit the contact page on Our Platform at
www.careerxi.com/contact to inform Our customer satisfaction team of the problem
10.2 For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office

11. Provision of the Services
11.1 As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the various sectors We offer services, and in accordance with any information provided by Us about the Services and about Us. We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation). Please note that if you request that the Services begin within the legal 14 calendar day cancellation period, your right to cancel may be limited or lost. Please refer to Clauses 12 and 13 for more details on your cancellation rights. We will use all reasonable endeavours to provide the Services with reasonable skill and care, commensurate with best trade practice
11.2 We will continue providing the Services for the period agreed in the email detailing your confirmation of services, please refer to Clause 6
11.3 We will make every reasonable effort to provide the Services in a timely manner We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 17 for events outside of Our control
11.4 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered
11.5 If the information you provide or the action you take under sub-Clause 11.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work
11.6 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 13.4, We may suspend the Services and will inform you of that suspension by email
11.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform you in advance by email before suspending or interrupting the Services
11.8 If the Services are suspended or interrupted under sub-Clauses 15.3, or 15.5 you will not be required to pay for them during the period of suspension. You must, however, pay any sums that may already be due by the appropriate due date(s)
11.9 If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due. If this happens, We will inform you by email. This does not affect Our right to charge you interest on any overdue sums at 4% over base rate as currently set by Bank of England

12. Your Legal Right to Cancel Services
12.1 You can cancel a Contract for Services within 14 calendar days after the date your Order is accepted and We have sent you an Order Confirmation, i.e. when the Contract between you and Us is formed
12.2 If you wish to exercise your right to cancel under this Clause 12, you must inform Us of your decision within the 14 calendar day period; please email membership@careerxi.com. Please note that the 14 day period lasts for whole days. If, for example, you send Us an email by 23:59 on the final day, your cancellation will be valid and accepted
12.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to
12.4 As specified in sub-Clause 11.1, if the Services are to begin within the 14 calendar day period you are required to make an express request to that effect. This request forms a normal part of the order process. By requesting that the Services begin within the 14 day period you acknowledge and agree to the following:
12.4.1 If the Services are fully performed within the 14 day period, you will lose your right to cancel after the Services are complete
12.4.2 If you cancel after provision of the Services has begun but is not yet complete you will still be required to pay for the Services provided up until the point at which you inform Us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been
paid for the Services shall be refunded subject to deductions calculated in accordance with the foregoing. Refunds, where applicable, will be issued within 5 working days and in any
event no later than 14 working days after you inform Us that you wish to cancel. Refunds will be made using the same payment method you used when ordering the Services

13. Cancellation After the Cancellation Period
13.1 Cancellation of Contracts after the 14 calendar day period has elapsed shall be subject to the specific terms governing those Services and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided in Our Order Confirmation
13.2 If you wish to cancel under this Clause 13, you must inform Us of your decision to do so. Please email membership@careerxi.com
13.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to
13.4 You may be entitled to cancel immediately by giving Us written notice in the following circumstances:
13.4.1 We breach the Contract in a material way and fail to remedy the breach within 14 days of you asking Us to do so in writing; or
13.4.2 We go into liquidation or have a receiver or administrator appointed over Our assets; or
13.4.3 We change these Terms of Sale and Use to your material disadvantage; or
13.4.4 We are adversely affected by an event outside of Our control that continues for more than 30 days (as under sub-Clause 17.1.5).
13.5 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs). Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums. Details of the relevant terms will be provided in Our Order Confirmation. If you are cancelling due to Our failure to comply with these Terms of Sale and Use or the Contract, you will not be required to make any payment to Us (unless such failure is due to an event outside of Our control or is due to your failure to comply with any of your obligations).
13.6 Refunds under this Clause 13 will be issued to you within 5 working days and in any event no later than 14 calendar days after the date on which you inform Us that you wish to cancel. Refunds will be made using the same payment method you used when ordering the Services

14. Our Rights to Cancel
14.1 For cancellations before We begin providing the Services, please refer to sub-Clauses 8.4 and 11.7
14.2 We may cancel the Services after We have begun providing them due to an Event outside of Our control that continues for more than 30days (as under sub-Clause 17.1.4), or due to the nonavailability of required personnel and/or required materials necessary for the provision of the Services. In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling the contract. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums
14.3 Refunds due under Clause 14 will be issued to you within 14 calendar days and in any event no later than 14 working days after the day on which We inform you of the cancellation. Refunds will be made using the same payment method you used when ordering the Services 
14.4 We may cancel immediately by giving you written notice in the following circumstances:
14.4.1 You fail to make a payment by the due date as set out in Clause 7. This does not affect Our right to charge you interest on any overdue sums at 4% over base rate as currently set by Bank of England; or
14.4.2 You breach the contract in a material way and fail to remedy the breach within 48 hours of Us asking you to do so in writing

15. Problems with the Services and Your Legal Rights
15.1 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via membership@careerxi.com
15.2 We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical. In emergency situations, such as those where vulnerable
people may be affected, We will use reasonable endeavours to remedy problems within 24 hours
15.3 We will not charge you for remedying problems under Clause 15 where the problems have been caused by Us, any of Our agents or sub-contractors, or where nobody is at fault. If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, sub-Clause 11.5 will apply and We may charge you for the remedial work
15.4 As a consumer, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office
15.5 If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance, to be actioned within a reasonable time without inconvenience to you. If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance, to be actioned within a reasonable time without inconvenience to you. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In addition to your legal rights relating directly to the Services, you also have remedies if We use materials that are faulty or incorrectly described

16. Our Liability
16.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale and Use or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable
16.2 We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind. We will not be liable to you for any loss of income, loss of business, interruption to business or for any loss of business opportunity
16.3 Nothing in these Terms of Sale and Use seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation
16.4 Nothing in these Terms of Sale and Use seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us
16.5 Nothing in these Terms of Sale and Use seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office

17. Events Outside of Our Control (Force Majeure)
We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control
17.1 If any event described under Clause 17 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
17.1.1 We will inform you as soon as is reasonably possible;
17.1.2 Our obligations under these Terms of Sale and Use (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
17.1.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
17.1.4 If the event outside of Our control continues for more than 30 days We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that
cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 working days after the date on which We inform you of the cancellation;
17.1.5 If an event outside of Our control occurs and continues for more than 30 days and you wish to cancel the Contract as a result, please email membership@careerxi.com, providing Us with your name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is
reasonably possible and in any event no later than 14 working days after the date on which you inform Us that you wish to cancel

18. Communication and Contact Details
If you wish to contact Us with general questions, complaints, matters relating to Our Services, your Order, or cancellations, you may contact Us by email at membership@careerxi.com
18.1 We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms of Sale and Use, and changes to your Account
18.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 5 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.

19. Complaints and Feedback
19.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We
nevertheless want to hear from you if you have any cause for complaint
19.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available by email, please contact membership@careerxi.com
19.3 If you wish to complain about any aspect of your dealings with Us, please email Mark Tomlinson at mark.tomlinson@careerxi.com

20. How We Use Your Personal Information (Data Protection)
20.1 Any and all personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 and GDPR 2018 and your rights and Our obligations under those Acts
20.2 We may use your personal information to:
20.2.1 Provide and administer your Account;
20.2.2 Provide Our services to you;
20.2.3 Process your Order (including payment) for the Services; and
20.2.4 Inform you of new products and/or services available from Us (if you opt, or have previously opted to receive it). You may request that We stop sending you this information at any time
20.2.5 Reply to any communications you send to Us;
20.2.6 Send you important notices, as detailed in Clause 18
20.3 We will not pass on your personal information to any third parties without first obtaining your express permission
20.4 Should you wish to make a subject access request on any data that we hold about you, please send an email to dpo@careerxi.com with the subject 'SAR' and we will endeavour to respond to your request within ten (10) working days, but in no more than thirty (30) calendar days
20.5 For full information please see our Data Protection Policy

21. Specific to XiMasters Operating via CareerXi
21.1 Once selected (via our screening process) to offer XiMaster services to our Members via Our Platform you will be sent private membership details to access Our Platform
21.2 You must not allow any other person to use your account to access Our Platform
21.3 You will be asked to choose a user ID and password. Your user ID and other personal information provided must be accurate, not liable to mislead and must not be used for or in connection with the impersonation of any person, living or dead
21.4 You must notify us via email to wisdom@careerxi.com immediately if you become aware of any unauthorised use of your account
21.5 It is our sole discretion to temporarily suspend or cancel your ability to provide XiMaster Services through Our Platform, providing that:
21.5.1 If We cancel your account and you have not breached this agreement, you will be entitled to payment owed to you as already due in relation to the Schedules of Work you have in
place for Service provision to Members
21.5.2 If We cancel your account and you have breached this agreement, We will be entitled to reassign the Schedules of Work you have in place for Service provision to Members, and
reallocate associated Payment in direct relation to the Service the replacing XiMaster(s) are then asked to provide to that Member
21.5.3 if We cancel any Services you have paid for and you have not breached this agreement, you will be entitled to a refund of any amounts paid to us in respect of those Services that
were to be provided by us to you after the date of such cancellation; We will give you reasonable written notice of any cancellation
21.6 You may cancel your account via email confirmation. You may forfeit any outstanding monies if we have to reassign the provision of outstanding Services, agreed in Schedules of Work with specific Members to other XiMasters as per 21.5.2
21.7 All terms in relation to fees, terms of service and Our arrangement will be sent to you in writing under separate email, to the address provided by you in sub-Clause 21.1
21.8 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store and publish your content on and in relation to Our Platform and any successor website
21.9 Without prejudice to our other rights under these terms of use, if you breach any provision of these terms of use in any way, or if We reasonably suspect that you have breached these in anyway, We may delete, unpublish or edit any or all of your content
21.10 Your content must not be illegal or unlawful, must not contain bad language or obscenities, contain language or phrases that could be construed as racist, sexist, ageist, classist or ableist, infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law)
21.11  We 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 arising out of any event or events beyond our reasonable control as stated in Clause 17
21.11.1 We will not be liable to you in respect of any special, indirect or consequential loss or damage, which puts you in breach of these terms of use or the XiMaster Terms emailed
to you as referred to in sub-Clause 21.7
21.11.2 You accept that We have an interest in limiting the personal liability of Our employees, agents and sub-contractors and, having regard to that interest, you acknowledge that
We are a limited liability entity; you agree that you will not bring any claim personally against Our employees, agents or sub-contractors in respect of any losses you suffer in
connection with Our Platform or these terms of use (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of Our employees, agents or sub-contractors)

22 Code of Conduct & Ethics for XiMasters and Member Clients
Us, any of Our agents or sub-contractors, including but not limited to our XiMasters, and you, agree to:
22.1 Always conduct themselves to the highest levels of ethics, integrity, accountability and responsibility
22.2 Treat each other with absolute dignity, confidentiality and respect as free and equal individuals
22.3 The Member agrees to respect the commercial confidentiality of the XiMaster’s expertise by not divulging business information to any third parties
22.4 Comply with both the spirit and the letter of any commercial agreements made through Our Platform or the wider reach of CareerXi
22.5 Make commercial agreements that are fair and will respect all parties to such agreements
22.6 Represent true levels of status, title, competence and experience in order not to mislead, misrepresent or defraud
22.7 Clearly state the terms of any commercial agreement including the expectations of both parties
22.8 Make no claims or implications of outcomes that cannot be demonstrated or guaranteed
22.9 XiMasters guarantee they will obtain written permission from any Member before releasing their names as referees
22.10 XiMasters guarantee to respect the absolute rights of the Member’s confidentiality except as expressly permitted by the Member in writing or as required by law
22.11 Recommend different XiMasters or CareerXi resources when these will be more appropriate to the Member’s needs
22.12 Avoid all conflicts of interest and give notice of such potential conflicts to Us in writing to wisdom@careerxi.com within 24hours of the matter coming to your attention
22.13 Advise both Us and the Member on the risk of conflict if a relationship moves beyond a XiMaster/Member situation (for example moves into a personal or business relationship)
22.14 Refrain from offering professional information or advice known to be confidential, misleading or where the accuracy is beyond your competence to assess
22.15 Share skills and experience with Us, any of Our agents or sub-contractors to further increase the body of knowledge, skills and competencies of such parties
22.16 Respect all copyrights, agreements, work, intellectual property and trademarks and comply with all laws covering such areas
22.17 Use any definitions and works provided by Us as the basis for all XiMaster procedures, practices and objectives
22.18 Avoid offering XiMaster Services to minors (people who have not yet had their 18th birthday) or anyone known to not qualify for Our membership
22.19 Contact Us immediately if you find yourself in a situation, which may create conflict, litigation or bad publicity
22.20 Comply with all laws and by-laws of England and Wales and, if offering the provision of XiMaster Services to Members based abroad, with the laws of the Members’ country
22.21 Ensure that all advertisements and promotional materials, whether verbal or written, are legal, decent, truthful, honest and in compliance with the requirements of the UK Advertising Standards Authority 

23 Jobs Board; Job Seeker
By making your Membership Profile visible to an Employer or submitting application information to a Job Listing through Our Platform you are subject to this Agreement and Our overall terms
23.1.1 By creating your profile, We may then contact you to share Job Listings with you that match the information you have provided to Us. In addition, when you indicate your interest in a Job Listing through Us you are requesting and authorising Us to reformat the job so that you may read it more clearly on your phone
23.1.2 Upon agreeing to make your profile visible in relation to a specific Job Listing, you are authorising Us to make your name, current employer, and any other previously agreed identifying details available to that Employer
23.1.3 Once instructed by you, We will send your application to the contact information provided to us by an Employer. We cannot vouch for the current validity of such contact information provided to us. If you do not feel comfortable sending an application or messages in this manner, do not use Our application procedures
23.1.4 Additionally, you consent to your application and any responses sent to you by the Employer (including offer letters) through Our Platform being processed and analysed by Us according to these and other terms. We shall store such information regardless of whether a job vacancy has been filled. Please see our Data Protection Policy for more information on the storing of data
23.1.5 We may use your application materials (including your public Membership Profile and responses to screener questions) to determine whether you may be interested in a Job Listing, and We may reach out to you about such Job Listing
23.1.6 We do not guarantee the validity of a job offer and caution you to verify the validity of a job offer before taking an adverse action regarding your current employment situations

24. Jobs Board; Employers
When you create an account on Our Platform We will ask for your company details in order to verify you as an Employer. We will then contact you via the information you’ve provided before you are allowed to post Job Listings on Our Platform. Posting Job Listings on Our Platform constitutes agreement to the terms set out in this Agreement and to all Our policies. You also agree that, as a service to Job Seekers, We may activate Our automated processes for use in connection with your Job Listing, and that any Job Seekers who wish to indicate an interest in such Job Listing may only do so through Us, and that We will send candidate information and applications to the email address you provide us with. We may add
certain functions into the email, which allows you to take actions regarding the Job Seeker including setting up an interview, viewing their profile and rejecting a candidate, and that you consent to Us monitoring and analysing these actions
24.1 It shall be your responsibility to appropriately respond, or take any steps necessary to protect the privacy of such Job Seekers, once forwarded to you, and you indemnify Us for any damages resulting therefrom
24.2 We may, on your behalf, send out reminder emails to Job Seekers you wish to interview. We may also send emails to Job Seekers on your behalf indicating that your Job Listing is potentially a match for the Job Seeker’s profile
24.3 We are not responsible for the content of your emails, application process, screener questions or their format, and We do not guarantee delivery, your receipt of the Job Seeker’s emails or application materials, or that there will be no mistakes in the transmission of the data
24.4 We have no discretion in the transmission of rejections (which is purely mechanical), transmission is not guaranteed, and the Job Seeker may not have answered the screener
questions accurately
24.5 You agree that candidate information is presented to you without warranty and We assume no responsibility for any communications between you and the Job Seeker, which communications are yours’ and the Job Seekers’ sole responsibility
24.6 When you respond to or contact a Job Seeker who has used Our Platform, you are providing information to Us and requesting and authorising us to make available such information to the applicable Job Seeker. We shall store such information regardless of whether a job vacancy has been filled. Please see our Data Protection Policy for more information on the storing of data
24.7 You are responsible for the contents of any Job Listings that you post, and any messages that you send through Our Platform, including any questions for Job Seekers
24.8 You agree that We may reject or remove any Job Listing, or any questions for Job Seekers for any or no reason
24.9 You shall indemnify, defend and hold harmless Us, Our agents, and sub-contractors from any third-party claim or liability (including without limitation reasonable legal fees) any Job Listing or screener questions (or answers thereto) posted by you, or any message sent by you (including any questions for Job Seekers contained in any of the foregoing)
24.10 We may provide analytics data regarding your Employer account to anyone at your company at Our discretion

25. Jobs Board; Job Listings and Profiles
Members profiles and Job Listings contained on Our Platform are provided by Members and by prospective Employers and are not reviewed by us. We accept no responsibility or liability for the contents of Members profiles or Job Listings and expect Members and prospective Employers to carry out such verification procedures as are customary and prudent in the circumstances

26. Specific to Assessments
26.1 The Member agrees and acknowledges that the results of Assessments are a tool to assist in self awareness, career guidance and employee selection, retention, deployment and advancement. They are intended to be used as an aid, in conjunction with other decision making methods
26.2 The results of the Assessment and any associated reports are generated from the answers provided by the Member. CareerXi cannot confirm their validity or be held liable for any
inaccuracies in the findings

27. Specific to Learning
27.1 XiMasters retain ownership of courses posted on Our Platform. We’re allowed to share your content to anyone through any media, including promoting it via advertising on other websites
27.2 We grant Members a single licence to access learning material for the lifetime of membership with CareerXi. Each course is available as a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non- commercial, educational purposes through the Services, in accordance with these Terms. Courses must not to be shared, copied, transferred, resold or otherwise distributed to other Members, Users or people outside Our Platform
27.3 We reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons

28. Other Important Terms
28.1 We may transfer (assign) Our obligations and rights under these Terms of Sale and Use (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale and Use will not be affected and Our obligations under these Terms of Sale and Use will be transferred to the third party who will remain bound by them
28.2 You may not transfer (assign) your obligations and rights under these Terms of Sale and Use (and under the Contract, as applicable) without Our express written permission
28.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale and Use
28.4 If any of the provisions of these Terms of Sale and Use are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, those provision(s) shall be deemed severed from the remainder of these Terms of Sale and Use. The remainder of these Terms of Sale and Use shall be valid and enforceable
28.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale and Use means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale and Use means that We will waive any subsequent breach of the same or any other provision
28.6 We may revise these Terms of Sale and Use from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale and Use at any time, We will give you at least 14 days written notice of the changes before they come into effect. If you wish to cancel the Contract as a result, please refer to sub-Clauses 15.4 and 15.5

29. Intellectual Property Rights
29.1 With the exception of User Content (see Clauses 6, 24 and 25), all Content included on Our Platform and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content (including User Content) is protected by applicable United Kingdom and international intellectual property laws and treaties
29.2 Subject to sub-Clauses 29.3 and 29.6 you may not reproduce, copy, distribute, sell, rent, sublicence, store, or in any other manner re-use Content from Our Platform unless given express written permission to do so by Us
29.3 You may:
29.3.1 Access, view and use Our Platform in a web browser (including any web browsing capability built into other types of software or app);
29.3.2 Download Our Platform (or any part of it) for caching;
29.3.3 Print one copy of any page(s) from Our Platform;
29.3.4 Download extracts from pages on Our Platform; and
29.3.5 Save pages from Our Platform for later and/or offline viewing
29.4 Our status as the owner and author of the Content on Our Platform (or that of identified licensors, as appropriate) must always be acknowledged
29.5 You may not use any Content saved or downloaded from Our Platform for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Platform for general information purposes whether by business users or consumers
29.6 Nothing in these Terms of Use limits or excludes the fair dealing provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material

30. Our Liability
30.1 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Platform or the use of or reliance upon any Content (including User Content) included on Our Platform
30.2 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Platform or any Content included on Our Platform.
30.3 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage
30.4 We exercise all reasonable skill and care to ensure that Our Platform is free from viruses and other malware. However, subject to sub-Clause 31.2, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Platform (including the downloading of any Content from it) or any other site referred to on Our Platform
30.5 We neither assume nor accept responsibility or liability arising out of any disruption or nonavailability of Our Platform resulting from external causes including, but not limited to, ISP
equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship
30.6 Nothing in these Terms of Use excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office

31. Disclaimers
31.1 Nothing on Our Platform constitutes advice on which you should rely. It is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action on the basis of any information provided on Our Platform
31.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Platform will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Platform damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office
31.3 We make reasonable efforts to ensure that the Content on Our Platform is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date. Please note that this exception does not apply to information concerning services for sale through Our Platform

32. Viruses, Malware and Security
32.1 We exercise all reasonable skill and care to ensure that Our Platform is secure and free from viruses and other malware
32.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks
32.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Platform
32.4 You must not attempt to gain unauthorised access to any part of Our Platform, the server on which Our Platform is stored, or any other server, computer, or database connected to Our Platform.
32.5 You must not attack Our Platform by means of a denial of service attack, a distributed denial of service attack, or by any other means
32.6 By breaching the provisions of sub-Clauses 32.3 to 32.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Platform will cease immediately in the event of such a breach

33. Law and Jurisdiction
33.1 These Terms of Sale and Use, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law
33.2 If you are a consumer, any disputes concerning these Terms of Sale and Use, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether
contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales
33.3 If you are a business, any disputes concerning these Terms of Sale and Use, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether
contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales
CAREERXI WEBSITE TERMS AND CONDITIONS: EDITED MAY 2019