Member Agreement

Last update 25th February 2014

This page, together with the documents referred to on it, tells you the terms under which you may register as a Member of our website and use our Services via our website. These Member Terms are an addendum to our General Terms.

    1. General
      1. These Member Terms apply to your use of our website as a Member.
      2. These Member Terms will apply to any contract between us for the supply of Services.
      3. Please read these Member Terms carefully and make sure that you understand them before opening an Start Out Steps account or using or ordering any Service. Before placing an order for a Service you will be asked to agree to the Contract.
      4. These Member Terms refer to the following additional terms, which together form our contract (Contract):
        1. our General Terms;
        2. our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our website, you consent to such processing and you warrant that all data provided by you is complete and accurate.
      5. Before you submit your Application to become a Member and before ordering any Service you should:
        1. make sure that your personal details are complete and accurate;
        2. read and understand the Contract.
      6. Please click on the button marked “I Accept” at the end of the Member Terms if you accept and agree to be bound by the Contract. If you refuse to accept the Contract you will not be able to submit your application to become a Member of our website or order any of our Services.
      7. You should print a copy of the Contract or save it to your computer for future reference.
      8. These Member Terms, and any contract between us, are in the English language only.
    2. Definitions
      1. The definitions apply in the Member Terms:
      2. Application: means your application to become a Member.
      3. Confirmation: means the confirmation to which clause 4.2 refers.
      4. Member: means a person with an Start Out Steps account.
      5. Minor: means a person who is not yet 18 years of age.
      6. Order: means your online order for Paid Services via
      7. Paid Services: means Services for which you have paid a fee to access.
      8. Services: means the services which we provide to you via our website whether or not we levy a charge for those services.
      9. Serviced Countries: means England and Wales.
    3. Information about us
      1. We operate the website
      2. We are Conscious Changes Limited, a company registered in England and Wales with company number 08040902 and our registered office is at 25 The Marlowes, London NW8 6NB.
      3. Our main trading address is 25 The Marlowes, London NW8 6NB.
      4. Our VAT number 133 9943 90.
    4. Your Status
      1. By registering as a Member or using or ordering any Service, you warrant that:
        1. you are at least 18 years of age;
        2. you are legally capable of entering into binding contracts;
        3. you are resident in one of our Serviced Countries;
        4. you are using our website from one of our Serviced Countries.
    5. How the contract to be a Member is formed between you and us
      1. Your Membership application constitutes an offer by you to us to enter into a binding contract with us. We do not have to accept your application. We will act in accordance with the law when deciding whether or not to accept your application.
      2. Subject to clause 4.1, a contract will come into existence and the Contract shall become binding on you and us when we issue a Membership confirmation or when you begin to use our website as a Member whichever is the earlier.
      3. Just because you are a Member does not entitle you to access to the whole of our website. To access certain areas of our website you must purchase our Paid Services.
    6. How the contract for Paid Services is formed between you and us
      1. For the steps you need to take to place an Order on our website, please see our Registration page.
      2. Our Order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the Order process.
      3. After you place an Order, you will receive an e-mail from us acknowledging that we have received your Order. However, please note that this does not mean that your Order has been accepted. If we accept your Order such acceptance will take place as described in clause 6.4.
      4. We will confirm our acceptance of your Order to you by sending you an e-mail containing your login information and password (Confirmation). The contract between us in relation to the provision of Paid Services will only be formed when we send you the Confirmation.
      5. You agree that we may begin to provide the Paid Services immediately on our issuing the Confirmation. Once we have issued the Confirmation, provided you with a copy of the Contract in a durable medium and we have begun to provide the Paid Services (i.e. activated your account) you may not cancel or amend the Contract and you will lose any cancellation rights which you may have had under the Consumer Protection (Distance Selling) Regulations 2000. This doe not affect your statutory rights and you may still terminate the Contract where you are legally entitled to do so, for example, due to breach of contract.
    7. Our right to change the Contract
      1. We have the right to change the Contract from time to time to time to time to reflect changes in market conditions affecting our business, changes in our contact details, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and Contract in force at the time that you order the Services from us, unless any change to those policies or the Contract is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled. If the Services are ongoing, we will give you prior notice of any changes when you login at which point you will asked to accept the changes. If you do not indicate that you have accepted the changes but continue to use the Services after the date the changes come into force you will be deemed to have accepted them. If you object to the changes you should contact us at prior to the date when the changes will come into force. We will then decide, acting reasonably, whether or not to allow you to continue on your original terms or to terminate your Membership. If we decide to terminate your Membership we will refund any fees that relate to Paid Service for which you have paid but have not yet received or used.
    8. Your use of our website
        1. You may only use our website and Services for domestic and private use.
        2. Without limitation you may not use our website or Services:
          1. for any commercial or illegal or immoral purpose;
          2. to generate, send or facilitate the generation or sending of unsolicited electronic communications or spam or communications in breach of the Privacy and Electronic Communications (EC Directive) Regulations 2003 or Data Protection Act 1998 or any other applicable laws;
          3. to imitate genuine accounts or create false accounts or impersonate another person or entity or pretend to be an official or representative of any organisation;
          4. to send, upload, distribute or disseminate any unlawful, defamatory, discriminatory, fraudulent, abusive, derogatory, infringing, obscene or otherwise immoral, offensive or objectionable material;
          5. to engage in any illegal file sharing;
          6. to engage in or promote or encourage terrorist, violent or any other activities which may harm or corrupt Minors or otherwise expose Minors to harmful or corrupting influences;
          7. to abuse, harass, stalk, threaten, intimidate any registered user or visitor of our website;
            h. to modify, adapt, translate, decompile, reverse engineer, disrupt or interfere with our website or any part of it, including without limitation any software or code which underpins our website or any of the services and networks which are associated with our website.
          8. to remove any copyright, trade mark or other notices that are part of our website;

          We will terminate your Membership if we become aware of any of the above activities. If we terminate in these circumstances we will not refund any payments which you may have made to us.

        3. You must keep your password and login details confidential. You are responsible for any use of our website or Services under your password and login details. We have no responsibility for such use. If you become aware of any unauthorised use of your password or login details please contact us immediately at
        4. Your user name must not:
          1. contain any swear words or expletives or any words which could be construed as such in any language;
          2. denigrate the character or reputation of any entity with which are associated or its officers, employees, personnel, Members, customers or stake holders.
        5. If, in our reasonable opinion, it appears that you have innocently breached clause 8.4. then you may change your user name at no extra cost.
        6. You are solely responsible for any content that you create, transmit, upload or display when using our website and we have no responsibility for such content.
        7. Any content you upload to our website will be considered non confidential and non proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our website constitutes a violation of their intellectual property rights, or of their right to privacy.
        8. We have the right to remove content if:
          1. in our opinion, such material does not comply with the content standards set out in these Terms;
          2. we are notified that it may be illegal or defamatory.
        9. Content generated by Members is not moderated.
        10. You understand that by using our website you may receive or be exposed to third party content which you may find indecent, offensive or objectionable but you use the service at your own risk and we are not responsible for such third party content.
        11. You shall not:
          1. do anything which interferes with or disrupts the Services or the services and networks which are connected to the Services;
          2. reproduce, duplicate, copy, sell, trade or resell the Services or any part of them for any purpose whatsoever;
          3. access all or any part of the Services in order to build a product or service which competes with the Services;
          4. use the Services to provide services to third parties;
          5. license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make available the Services to any third party;
          6. attempt to obtain, or assist third parties in obtaining access to the Services.
    9. Provision of Paid Services
      1. We will supply Paid Services to you from the date of the Confirmation.
      2. The Paid Services will be supplied for a period of 12 months from and including the date of the Confirmation or until otherwise terminated in accordance with these Member Terms.
      3. We may have to suspend the Services if we have to deal with technical problems, or to make improvements to the Services or our website. We will let you know in advance where this occurs, unless the problem is urgent or an emergency.
    10. Defective Services
      1. In the unlikely event that the Services do not conform with these Member Terms, please let us know as soon as possible after we have carried them out. We may:
        1. provide you with a full or partial refund, depending on what we consider to be reasonable; or
        2. re-perform the Services.
      2. The Contract will apply to any replacement Services which we supply to you.
    11. Price and Payment
      1. The price of the Paid Services will be set out in our price list in force at the time we confirm your Order. Prices may change at any time but price changes will not affect Order in relation to which we have sent a Confirmation.
      2. Prices are expressed inclusive of VAT which we shall be entitled to add to the sums due from you in respect of the Paid Services which you have Ordered.
      3. We shall electronically invoice you for the Paid Services on the date we issue the Confirmation. You must pay the invoice in cleared funds on the date of its issue using the payment method you have selected when placing the Order.
      4. We will not provide you with access to any Paid Service (and shall be under no obligation to do so) until we have been paid in respect of that Paid Service in advance in cleared funds in accordance with the Contract.
      5. Without limitation to our other rights and remedies, if you do not pay us on time, we may cancel or suspend our performance of the Paid Services or any other outstanding Order or Paid Services until you have paid the outstanding sums.
    12. Intellectual Property Rights
      1. The Intellectual Property Rights in all materials and other documents, content and items that we make available on our website and/or as part of the Services belongs to us or our respective licensors and you shall have no right, title or interest in, to or in respect of such Intellectual Property Rights.
    13. Limitation of Liability:
      1. Nothing in these Member Terms shall limit or exclude our liability for:
        1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
        2. fraud or fraudulent misrepresentation; or
        3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
      2. Subject to clause 13.1:
        1. we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
        2. our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £19.99.
      3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
      4. This clause 13 shall survive termination these Member Terms.
    14. Termination
      1. Without limiting its other rights or remedies, either party may terminate these Member Terms with immediate effect by giving written notice to the other party if:
        1. the other party commits a material breach of any term of the Contract which is incapable of remedy or if the other party commits a material breach of any term of the Contract which is remediable fails to remedy that breach within 30 days of that party being notified in writing to do so;
        2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
        3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        4. 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 (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        5. the other party (being an individual) is the subject of a bankruptcy petition or order;
        6. 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 its assets and such attachment or process is not discharged within 14 days;
        7. 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);
        8. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
        9. 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;
        10. 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 9.2(b) to clause 9.2(i) (inclusive);
        11. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
        12. the other party’s financial position deteriorates to such an extent that our opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
      2. Without limiting our other rights or remedies, we may terminate the Member Terms with immediate effect by giving written notice to you if you fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
    15. Force majeure
      1. For the purposes of the Contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Book Keeper or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
      2. We shall not be liable to you as a result of any delay or failure to perform our obligations as a result of a Force Majeure Event.
      3. If the Force Majeure Event prevents us from providing the Services for more than eight weeks, we shall, without limiting its other rights or remedies, have the right to terminate these Member Terms immediately by giving written notice to you.
    16. Waiver
      1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    17. Rights And Remedies
      1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    18. Severance
      1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
      2. If any invalid, unenforceable or illegal provision would be valid, unenforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    19. Entire Agreement
      1. These Member Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
      2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
    20. Assignment
      1. Your shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    21. No Partnership Or Agency
      1. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    22. Third Party Rights
      1. The Contract does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    23. Notices
      1. Any notice required to be given under these Member Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
      2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
    24. Governing Law
      1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    25. Jurisdiction
      1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).