Terms and Conditions

1. Definitions and Interpretation
   1. In these terms and conditions:“Business” means a business that requires Support Services;“Business Contract” has the meaning set out in Clause 5.1;“Confidential Information” means, in relation to a party, all information relating to that party which they notify to the other as confidential or which the recipient ought reasonably to regard as confidential.“Contract” means the contract entered into by L&P and the Business Support Provider consisting of the registration page and the Terms and Conditions;“Grow London Local” means the programme operated by L&P designed to match a Business requiring Support Services with a Business Support Provider;“Intellectual Property Rights” means all trade marks, service marks, trade and business names, domain names, design rights, copyright, moral rights, rights in databases, rights in inventions, patents, logos, rights to sue for passing off, trade secrets, rights in know-how, rights in Confidential Information and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;“Losses” means liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses);“L&P” means London & Partners Limited, a company registered in England under is 07493460 and whose registered office is 169 Union Street, London, England, SE1 0LL;“Business Support Provider” means the entity providing the Support Services;“Business Support Provider Content” has the meaning set out in Clause 6.1;“Support Services” has the meaning set out in Clause 2.2;“Portal” means a portal operated as part of the Grow London Local programme where Business Support Providers upload their services and access through a link provided by London and Partners.“Term” has the meaning set out in Clause 4.1;“Terms and Conditions” means the terms and conditions set out in Clauses 1 to 12 inclusive; and“Website” means the Grow London Local website with the address: www.growlondonlocal.london.
   2. Reference to a clause or clauses are to the clauses of these Terms and Conditions;
   3. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
   4. A reference to writing or in writing includes email.
   5. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. Introduction
   1. L&P operates Grow London Local which has the aim of helping Businesses to thrive in London through a number of initiatives include those described in this Clause 2.
   2. The facilities provided by Grow London Local include referring Businesses to business support providers providing a range of services including marketing, finance, training, legal, sales, business planning, digital and sustainability (the “Support Services”);
   3. Through the Website and/or the Portal:
      1. a Business can be referred for support from a Business Support Provider providing a Support Service; and
      2. a Business Support Provider can register to provide a Support Service to a Business.
   4. In accordance with Clause 5 below, L&P will then endeavour to match a Business Support Provider to a Business. Once a match has been identified and notified to the Business Support Provider and the Business, L&P’s involvement ceases and it is for the Business Support Provider, in accordance with Clause 6, to enter into a contract with the Business with respect to the Support Services it has agreed to provide to the Business.
3. Terms and Conditions
   1. The Contract sets out the terms that apply to Business Support Providers who register to provide Support Services to Businesses. By registering to become a business support provider, the Business Support Provider agrees to be bound by the Contract.
   2. The terms of the Contract apply to the exclusion of any other terms that the Business Support Provider may seek to impose or incorporate or which are implied by law, practice or course of dealing.
4. Term and Termination
   1. The Contract between L&P and the Business Support Provider commences on registration by the Business Support Provider and shall continue in force until terminated by either party in accordance with the provisions of Clause 4.2 (the “Term”).
   2. Either L&P or the Business Support Provider may terminate the Contract, at any time, on written notice to the other.
   3. If the Contract is terminated by either party in accordance with the provisions of Clause 4.2:
      1. L&P shall remove all references to the Business Support Provider from the Website and the Portal;
      2. the Business Support Provider shall not, from the date of termination, hold itself out as a participant in the Grow London Local programme provided that it shall fulfil any outstanding Business Contracts that it has entered into prior to the date of termination unless the parties agree otherwise. If the parties decide that the Business Support Provider should not fulfil any outstanding Business Contracts, the Business Support Provider shall provide all reasonable assistance to L&P (at no cost to L&P) in connection with the transfer of the services being undertaken for a Business under the relevant Business Contract to an alternative service provider;
      3. any permission granted by the Business Support Provider with respect use of the Business Support Provider Content by L&P shall cease; and
      4. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
5. The Business Support Provider Obligations
   1. If L&P matches the Business Support Provider with a Business, the Business Support Provider will enter into a separate contract with the Business (the “Business Contract”) with respect to the Support Services that Business Support Provider agrees to provide to that Business. The Business Support Provider will, if requested by L&P, provide a copy of the Business Contract to L&P.
   2. The Business Support Provider shall ensure that, as a minimum, the Business Contract sets out the scope of the Support Services that the Business Support Provider will provide to the Business, the period during which those Support Services will be provided, and the charges to be paid by the Business in return for the provision of the Support Services. In addition, the Business Support Provider shall ensure that the Business Contract makes it clear that the contract (and relationship) for the provision of the Support Services is between the Business and the Business Support Provider and that L&P has no liability with respect to the contractual arrangements between the Business Support Provider and the Business.
   3. The Business Support Provider shall:
      1. use information about the Business available from the L&P registration form to pre- populate its documentation in place of asking L&P for such information;
      2. upload to the Website, any programmes and events organised by the Business Support Provider and which may be of interest to Businesses in sufficient time for L&P to promote and refer Businesses to those programmes and events, provided that L&P may upload such materials on the Business Support Provider's behalf where the parties have so agreed;
      3. support L&P by promoting Grow London Local to Businesses and Business Support Providers.
      4. provide any feedback and testimonials with respect to Businesses for whom the Business Support Provider provides the Support Services to L&P.
      5. keep the Business Support Provider’s profile records current and accurate, including changes to the Business Support Provider’s representatives contacts details;
      6. provide regular updates as to the services that the Business Support Provider is able to offer to Businesses to ensure that these remain current and accurate at all times;
      7. if the Business Support Provider elects not to continue to offer the Support Services to a Business, notify L&P promptly (and in any event within 5 days of the Business Support Provider’s decision) and provide L&P (at no cost to L&P) with such information or assistance as L&P may reasonably require to facilitate a smooth handover of the Business to an alternative Business Support Provider;
      8. provide L&P’s nominated representative from time to time with information on the provision of the Support Services by the Business Support Provider to Businesses (including details of the outcomes of the provision of the Support Services) as reasonably requested by L&P;
      9. attend meetings arranged by L&P for all Business Support Providers to enable L&P to communicate any issues with the Grow London Local programme and inform Business Support Providers of any changes to the programme; and
      10. update L&P if the Business Support Provider has any capacity issues (including not being able to take on any new referrals) by sending an email to bspqueries@growlondonlocal.london.
6. Content Sharing Arrangements
   1. The Business Support Provider shall provide content (“Business Support Provider Content”) (free of charge) for inclusion on the Website including details of the services it can offer to Businesses. The Business Support Provider warrants that, with respect to all Business Support Provider Content (including any photos and other images) that the Business Support Provider submits or make available to L&P:
      1. it owns (or has a licence to use) all Business Support Provider Content (including any photos and other images) that it submits or make available to L&P; and
      2. it has obtained all permissions and consents from any person featured in the Business Supporter Provider Content for L&P to use the photos or other images as contemplated in these Terms and Conditions.
   2. L&P will review the Business Support Provider Content before it is used on the Website and may require the Business Support Provider to make reasonable changes to the Business Support Provider Content.
   3. The Business Support Provider gives L&P and its suppliers, contractors and agents permission to use, copy, modify and display the Business Support Provider Content on the Website and other websites, on social media platforms and other channels chosen by L&P, and in other materials connected with Grow London Local.
   4. L&P shall not make any use of the Business Support Provider Content other than as set out in Clause 6.2 without the prior written consent of the Business Support Provider (such consent not to be unreasonably withheld or delayed).
   5. The Business Support Provider is responsible for the Business Support Provider Content and any legal issues that arise from it and the Business Support Provider will reimburse to L&P any Losses that L&P incurs arising out of its use of the Business Support Provider Content as provided to L&P.
   6. When submitting photos and other images to L&P, the Business Support Provider must ensure that they meet the following image, quality and specification criteria:
      1. images must be a minimum of 1500 pixels or larger on the longest side (landscape or portrait); and
      2. a minimum resolution of 72 dpi.
   7. The Business Support Provider will be responsible for any allegations or claims that the Business Support Provider Content infringes the Intellectual Property Rights of any third party, and the Business Support Provider will reimburse to L&P any Losses that L&P incurs in the event any such allegation or claim arises.
   8. L&P is under no obligation to use the Business Support Provider Content. L&P retains full discretion to determine which of the Business Support Provider Content (if any) is included on the Website (or any other websites), on social media platforms and other channels and in other materials connected with Grow London Local.
7. Intellectual Property Rights
   1. Each party retains ownership of its Intellectual Property Rights existing as at the date of the Contract.
   2. The Business Support Provider shall not:
      1. use any trade marks, trade names or get-up which resemble the Grow London Local Marks without the prior written consent of L&P; and
      2. delete, alter or otherwise tamper with any trade marks, trade names, logos, numbers or other means of identification used in connection with Grow London Local.
8. Confidentiality
   1. Subject to Clauses 8.2 and 8.3, each party agrees in relation to the Confidential Information relating to the other party:
      1. not to use such Confidential Information for any purpose other than the purpose for which it is made available under this Contract;
      2. not to disclose such Confidential Information except to such of its employees, suppliers and contractors who need to know such Confidential Information for the purposes of performing its obligations, and/or exercising its rights, under this Contract; and
      3. to use reasonable care (and in any event not less than the care which it uses to protect its own Confidential Information) to keep, and to ensure that its employees, suppliers and contractors keep, all Confidential Information confidential.
   2. The obligations in this Clause 8 shall not apply in relation to:
      1. information which is or becomes public knowledge other than as a result of a breach of this Contract or any other duty of confidentiality; or
      2. information which the party using or disclosing such information:
         1. knew before it was first disclosed to it by or on behalf of the other Party, and in respect of which the Party Party using or disclosing such information was not under other duty of confidentiality; or
         2. received from a third party entitled to disclose the same.
   3. Each Party shall be entitled to disclose Confidential Information to the extent it is required to do so by any Applicable Law or by a Court.
9. Data Protection
   1. If L&P provide the Business Support Provider with any personal data in order for the Business Support Provider to participate in the Grow London Local programme (“Shared Personal Data”), L&P and the Business Support Provider will be independent controllers in respect of the Shared Personal Data.
   2. Compliance with Data Protection Laws: the Business Support Provider will ensure that they comply with all applicable data protection and privacy laws and regulations in effect from time to time, including without limitation, the EU GDPR, the UK Data Protection Act 2018 and the UK GDPR (Data Protection Laws).
   3. Data Usage: the Business Support Provider will use the Shared Personal Data solely to enable the Business Support Provider to participate in the Grow London Local programme. The Business Support Provider will ensure that they have legitimate grounds under the Data Protection Laws to use the Shared Personal Data for this purpose. The Business Support Provider will not retain or process the Shared Personal Data for longer than is necessary to participate in the Grow London Local programme.
   4. Data Retention: the Business Support Provider agrees to retain Shared Personal Data only for as long as is necessary to fulfil the Business Support Provider’s legal obligations or the Business Support Provider’s contractual obligations to Businesses in connection with the Grow London Local programme. After this period, the Business Support Provider will securely delete or anonymise the personal data.
   5. Data Subject Rights: the Business Support Provider agrees to assist L&P in responding to data subject requests, including requests to access, rectify, erase, or restrict the processing of Shared Personal Data. If the Business Support Provider receives any such requests directly from the data subjects, the Business Support Provider will notify L&P promptly.
   6. Data Breach Notification: In the event of a data breach affecting the Shared Personal Data; the Business Support Provider agrees to notify L&P without undue delay.
10. Liability
    1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
       1. death or personal caused by negligence; and
       2. fraud or fraudulent misrepresentation.
    2. Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
       1. any loss of profit, revenue, or anticipated savings; or
       2. any loss that is an indirect or secondary consequence of any act or omission of the party in question.
11. General
    1. L&P may revise these Terms and Conditions at any time. The updated Terms and Conditions will be displayed on the Website and by continuing to use and access the Website and/or participate in the Grow London Local programme following such changes, the Business Support Provider agrees to be bound by these changes.
    2. This Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
    3. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
    4. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
    5. Any notice given under the Contract must be in writing and signed by or on behalf of the party sending it, and may be delivered personally, or sent by pre-paid first class post or other next working day delivery service or recorded delivery service sent to the following addresses: For L&P the address is 169 Union Street, London, England, SE1 0LL and for the Business Support Provider, the address provided on the registration in each unless a party notifies the other of a change of address.
    6. The Contract (and any non-contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation) will be governed by and interpreted in accordance with English law.
    7. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising out of, under or in connection with the Contract (and any non- contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation).