1. General

The terms and conditions of users/members of Ultrapure Micro (“UPM”) at www.ultrapuremicro.com are outlined below (“Terms”). These Terms, their subject matter, and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Ultrapure Micro is a community-based platform designed for those (companies and individuals) in the semiconductor industry to involve themselves in industry-wide collaborations and research across the whole supply chain.

These Terms were last updated on 4th November 2022.

1.1 About Us

The Community Platform, Ultrapure Micro (UPM) at www.ultrapuremicro.com, has been developed by, and is the property of the Media Analytics Limited group of companies (“GWI,” “we,” “us”) as detailed below.

1. Holding company and main office (UK)
   Media Analytics Limited
   Registered in England and Wales. Company Registration Number 04412085
   Registered Office: Kingsmead House Suite C, Oxpens Road, Oxford, Oxfordshire, OX1 1XX
   VAT Number: 799 920359
2. Fully owned subsidiaries:
   American Water Intelligence Inc (USA)
   Registered in the state of Texas, US Federal Tax ID Number: 27-3460611
   
   Global Water Intelligence (Shanghai) Limited: 上海寰水商务咨询有限公司
   Company Registration Number: 91310000MA1FP6D75R
   

1.2 Contacting Us

1.2.1 You can contact us by:

1. Telephoning +44 (0) 1865 204208
2. Emailing us at contact@ultrapuremicro.com
3. Writing to us at our registered office address above

1.2.2 If you are a member or a profile manager for your company and we need to contact you, we will do so by telephone, email or post using the details provided to us by you when you sign up.

1.3 What’s in these terms

1.3.1 These Terms tell you the rules for using our Community Platform.

1.4 Acceptance of Terms and Privacy Policy

1.4.1 By using this Community Platform and applying to take out a membership or Community Partnership with us, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Community Platform or apply for a membership. We recommend that you print a copy of these Terms for future reference.

1.4.2 Please be aware that our Privacy Policy (which sets out information about how we collect and use personal information and how we use cookies on our Community Platform) also applies to your use of our Community Platform and to information you provide when signing up for a membership. We will only use your personal information as set out in this Privacy Policy.

1.5 Changes to Terms

1.5.1 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

1.5.2 Members and profile manager(s) of our Community Platform should check these Terms every time they wish to use the Community Platform to ensure they understand the Terms that apply at that time.

1.5.3 Members of our products will be notified by email of any changes to the Terms and Conditions of their membership (“Membership Terms”) where they are applicable to them and they will also be updated on the Community Platform.

1.6 Limitation of Loss and Indemnity

1.6.1 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:

1. Death or personal injury caused by negligence
2. Fraud or fraudulent misrepresentation
3. Breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982.

1.6.2 Subject to clause 1.6.1 we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

1. Use of, or inability to use our Community Platform
2. Use of or reliance on any content displayed on our Community Platform.

In particular we will not be liable for:

1. Loss of profits, sales, business or revenue
2. Loss of agreements, contracts or business opportunity
3. Business interruption
4. Loss of anticipated savings
5. Loss of use or corruption of software, data or information
6. Loss of or damage to goodwill or reputation
7. Any indirect or consequential loss or damage.

1.6.3 Where you have taken out a membership to Ultrapure Micro and subject to clause 1.6.1 our total liability to you arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Membership Fees (as defined below).

1.6.4 You will indemnify us against any losses incurred by us or damages, account of profits and/or costs awarded against us in any action arising as a consequence of the breach by you of clauses 2.3, 2.6, 2.7, 3.6 and 3.10 of these Terms.

1.6.5 To the extent permissible by law, we exclude all implied conditions, warranties, representations or other terms, whether implied by statute or otherwise, that may apply to our membership, Community Platform or any content on it.

1.6.6 The terms implied by Section 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by the law, excluded from these Terms.

1.6.7 This clause will survive the termination of these Terms.

1.7 Entire agreement

1.7.1 Your application for membership and these terms is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

1.7.2 Together, these Terms and your Agreement for your Community Partnership is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

1.8 Assignment and Transfer

1.8.1 We may assign or transfer our rights and obligations under these Terms to another entity.

1.8.2 You may only assign or transfer your rights or your obligations under these Terms to another person if we agree in writing.

1.9 Waiver

1.9.1 If we do not insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

1.10 Severance

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

1.11 Third Party Rights

1.11.1 This contract is between you and us. No other person has any rights to enforce any of its Terms.

1.12 Events Outside Our Control

1.12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control.

2. Community Platform Terms

2.1 Account Details

2.1.1 Members and profile managers will require login details containing a username (your email address) and password, you must treat such information as confidential. You must not disclose it to a third party.

2.1.2 We have the right to disable any member’s account/profile or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

2.1.3 If you know or suspect that anyone other than you knows your login details, you must promptly notify us at contact@ultrapuremicro.com

2.2 Community Platform Availability and Access

2.2.1 While we take all reasonable care to ensure that our Community Platform is always available and functioning, we do not guarantee continuous, uninterrupted or secure access to our Community Platform, or any content on it. We may suspend or withdraw or restrict the availability of all or any part of our Community Platform for business and operational reasons.

2.2.2 We will use all reasonable endeavours to ensure that members/profile manager(s) are notified about planned downtime on our Community Platform which mean that member-only areas will not be available at any time.

2.2.3 Our Community Platform is provided on an ‘as is’ basis and we do not guarantee that they will be accessible by any particular browser, operating system or device.

2.3 Use of Material, Intellectual Property Rights and Copyrights

2.3.1 Our intellectual property rights

2.3.1.1 We are the owner or the licensee of all intellectual property rights in our Community Platform, and in the material we publish on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Members and Community Partners will retain ownership of content posted by them on the platform, see clause 2.3.5.1.

2.3.1.2 Our status (and that of any identified contributors) as the authors of content on our Community Platform must always be acknowledged, this includes when content on our Community Platform is used for the purposes of presentations.

2.3.1.3 A membership entitles users to do the following:

1. View and store content available on the Community Platform on any compatible device for your personal use or for the internal purposes of your business’ office(s), so long as the device you are using, and the connection your device has to the Community Platform, does not allow access to the membership area by any person who is not an active member or a business’ profile manager, either directly or through another device networked or otherwise connected.
2. Print single copies of any content on the platform on paper for personal use.
3. Share links to content on our Community Platform by using any sharing tools we make available.
4. Subject to clause 2.3.1.4, republish or redistribute brief extracts of the membership area if it is fully and properly credited with the appropriate accreditation set out in clause 2.3.3.

2.3.1.4 You may not

1. Use extracts to promote or endorse any product or service other than ours.
2. Copy the membership content from our Community Platform except as set above.
3. Republish or redistribute full text articles, images or other materials, including by republishing them in any media, including websites, reports or newsletters without our explicit permission to do so.
4. Use any membership content to create derivative work, including any product or service that competes with our products or service, or which creates revenue from the use of our membership content to the detriment of our own ability to make a charge for access to that content.
5. Modify the paper or digital copies of any materials you have printed off or downloaded in any way, or use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Where graphs or other data is used for the purposes of presentation, any logos and source data must be kept intact.
6. Subject any membership content to derogatory treatment or use it in such a way that would bring us to disrepute or cause us to incur liability to any third party.
7. Use spidering technology or data mining technologies to search and link to our Community Platform.
8. Remove the copyright notices from any of our materials.
9. Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to frame, scrape or harvest content on the Community Platform or otherwise copy profiles and other data on the Community Platform.

2.3.1.5 You will immediately cease all use of any such extracts if we notify you that we believe you are creating, republishing or redistributing summaries outside of these restrictions.

2.3.2 Intellectual Property Rights in Member Areas

2.3.2.1 All intellectual property rights in or arising out of or in connection with any membership (other than intellectual property rights in any materials provided by you, see clause 2.3.5) are and shall remain vested in us and our licensors, and save as specifically provided in these Terms, no rights in the materials and data in the member area will pass to you under these Terms.

2.3.2.2 By taking out a membership with us, you shall take all appropriate measures (in consultation with us where appropriate) to safeguard our intellectual property rights arising out of or in connection with the membership and you shall promptly notify us of any infringement, or suspected infringement, of any of our intellectual property rights in or arising out of the membership which comes to your notice.

2.3.2.3 Ultrapure Micro (UPM) and any other product or service name or slogan or logo containing in www.ultrapuremicro.com are trademarks of ours and our subsidiaries or associates and may not be copied, imitated or used, in whole or in part, without the prior written permission of us or the applicable trademark holder.

2.3.2.4 You must not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Community Platform or any related technology that is not open source.

2.3.3 Crediting content

2.3.3.1 Appropriate accreditation when crediting extracts from our Community Platform is: ©UltrapureMicro.com, Media Analytics Ltd

2.3.4 To credit member’s work you must seek the author/publisher’s permission first.

2.3.5 Your Intellectual Property Rights

2.3.5.1 Any blogs or presentations as uploaded by you belongs to you and will remain your property, as per your company’s copyright guidelines.

2.3.5.2 You promise to only provide information and content that you have the right to share, and that your profile will be truthful.

2.3.5.3 All posts and publications will be approved by our admins prior to them going live on our Community Platform, this is to check they meet our Community Guidelines (e.g., no profanity). All approvals will be completed as soon as reasonably possible.

2.3.6 Breach of intellectual property right / copyright

2.3.6.1 You may not use, copy, download, rent, lend, lease, sell, distribute, transmit or otherwise transfer any of the data or materials contained on the Community Platform or any copy, modification, translation or adaptation of any such data except as permitted by law or expressly set out in these Terms.

2.3.6.2 You may not reverse compile disassemble, reverse engineer or create derivative works based on all or any portion of the data or materials contained on the Community Platform except as expressly set out in these Terms.

2.3.6.3 If you print off, copy or download any part of our Community Platform in breach of these Terms, your right to use our Community Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

2.4 Reliability of Content on our Community Platform

2.4.1 The content on our Community Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on our sites.

2.4.2 Although we make reasonable efforts to update the information on our Community Platform, we make no representation, warranties or guarantees, whether express or implied that the content on our Community Platform is accurate, complete or up to date.

2.4.3 Media Analytics takes no responsibility for and do not endorse content posted by members or member companies. Should a member post something which is offensive, discriminatory or which we fundamentally disagree with we will not approve the post. We reserve the right to remove any content found to go against our Community Guidelines even if that content was initially approved.

2.5 Links to third party websites

2.5.1 Where our Community Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. While we would never knowingly link to a website which we believed to be trading in bad faith, such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

2.5.2 We discourage the use of links to websites in the content you submit to the Community Platform.

2.6 Linking to our Community Platform

2.6.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Community Platform on any website that is not owned by you.

2.6.2 Our Community Platform must not be framed on any other site, nor may you create a link to any part of our Community Platform other than the home page.

2.6.3 If you wish to link to or make any use of content on our Community Platform, other than as set out in these Terms or under any membership you have with us, please contact contact@ultrapuremicro.com

2.6.4 We reserve the right to withdraw linking permission without notice.

2.6.5 If the content you wish to link to is not owned by us, you will need to receive permission from the author. We will not provide any personal information of the author.

2.7 Viruses and Malware

2.7.1 While we make every effort to ensure that our Community Platform is free from viruses, malware or other harmful matter, we do not guarantee this. You are responsible for configuring your IT, computer programmes and platform to access our Community Platform. You should use your own virus protection and anti-malware software.

2.7.2 You must not misuse our Community Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Community Platform, the server on which our Community Platform is stored, or any server, computer or database connected to our Community Platform.

2.7.3 You must not use bots or other automated methods to access the Community Platform, add or download contacts, send or redirect messages.

2.7.4 You must not attack our Community Platform via a denial-of-service attack or a distributed denial-of-service-attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will cooperate with the authorities by disclosing your identity to them. In the event of such a breach, your right to use our Community Platform will cease immediately.

3. Membership Terms

3.1 Who this clause 3 applies to

3.1.1 This clause 3 is intended for anyone who signs up as a member or anyone who signs a Community Partnership agreement with us.

3.1.2 By submitting an application to become a member or a Community Partner with us, you are agreeing to the application of these Terms.

3.2 Applying for membership

3.2.1 Applications for membership to UPM Community Platform can be made via

1. Online at www.ultrapuremicro.com, or
2. Contacting our Sales Team by emailing contact@ultrapuremicro.com or by calling them on +44 (0)1865 204208.

3.2.2 All applications will be subject to an approval process. You will be notified by email that your application has been accepted. If your application is accepted and you have applied online you will be sent a link to the shopping cart to complete the transaction. If you have applied by email you will be sent an invoice.

3.2.3 Your membership will become active when we have received your online payment or when we have sent you an invoice, at which point, and on which date a contract will come into existence between you and us.

3.2.4 If we are unable to accept your membership application, we will inform you of this in writing and will not charge you for the membership.

3.2.5 Your membership will be active until it expires or is terminated for any reason.

3.2.6 Under some circumstances you may receive a limited time membership free of charge (i.e., access is included in a purchased event ticket). After this time, you may keep your membership status by purchasing a membership or allow it to expire where clause 3.8 will take effect.

3.3 Applying for Community Partnership

3.3.1 Application for a Community Partnership can be made via contacting our Sales Team by emailing ultrapuremicro@globalwaterintel.com or by calling them on +44 (0)1865 204208.

3.3.2 Our acceptance of your Community Partnership application will take place when we email you to confirm your Community Partnership status is active, at which point, and on which date a contract will come into existence between you and us.

3.3.3 If we are unable to accept your Community Partnership application, we will inform you of this in writing and will not charge you for the Community Partnership.

3.3.4 Your Community Partnership will be active until it expires or is terminated for any reason.

3.4 Membership and Community Partner interaction and content on the Community Platform

3.4.1 Member profiles

3.4.1.1 Members will have the option to showcase their individual profile to all members on the Community Platform, to everyone including non-members and therefore visible via search engines, or to hide their profile from everyone. Your profile will be automatically set to invisible mode unless otherwise selected by you. This can be changed at any time in settings.

3.4.1.2 If a Community Partnership is purchased, company profiles on the Community Platform will be controlled by at least one profile manager within your company. Profile managers will have certain controls over their company’s profile, including editing company information, hiding the profile, and removing individual members, thereby unlinking the individual’s association with the company.

3.4.1.3 Community Partners and members will be able to edit their own biography. This will not be admin approved by us, and you agree that you will not use any profanity in your profile.

3.4.2 In-messenger system

3.4.2.1 The in-messenger system enables members to communicate with one another. This feature can be disabled by individual members so messages are not permitted from anyone, or blocked for particular members. Members will have the option to report abuse, if necessary.

3.4.2.2 Community Partners can disable the in-messenger system preventing messages from all users on the Community Platform or for specific individuals, as well as being able to report abuse.

3.4.2.3 The in-messenger system will not be end-to-end encrypted, therefore conversations are visible to our developers. However, it will not be accessed nor monitored.

3.4.3 Industry Insights

3.4.3.1 The Industry Insights page provides a space for short observation pieces and interviews, which aims to keep members updated on what’s new and changing in the industry. To upload an Insight, Members must ensure their profile is visible to UPM members as a minimum. Profile visibility is available in profile settings. Community Partners are unable to upload Insights.

3.4.3.2 Insight posts will not be admin approved by us, and you agree that you will only post information you have the right to share, is truthful to your knowledge, and does not contain any profanity. While we do not approve Insights, we reserve the right to moderate and remove any Insights we believe to go against our Community Guidelines.

3.4.3.3 Members may comment on other Members’ Insights posts. To comment on an Insight, Members’ profiles must be visible to UPM members as a minimum. Profile visibility is available in profile settings.

3.4.3.4 Comments on Insight posts are not admin approved by us; however, we reserve the right to moderate and remove any Insight comments we believe to go against our Community Guidelines.

3.4.3.5 Insights and comments are visible to anyone accessing the website. If you have set your profile visibility to UPM members only, then your name and profile photo will be removed and replaced with ‘UPM User’ against any of your Insights or comments for any viewers who are not logged into their UPM account.

3.5 Our contract with you

3.5.1 Membership to Ultrapure Micro entitles you to access all of our resources on the Community Platform, including: archive of UPW journal articles, webinars, conference materials and previous blogs. You will also be able to post your own blogs and network with other members and some companies via the in-messenger system.

3.5.2 Members / Community Partnership

3.5.2.1 Members are individuals who have applied and been accepted for a membership to Ultrapure Micro.

3.5.2.2 Community Partnership are companies who have enhanced their profile by becoming a partner and therefore offering more opportunities with their profiles, this includes options to purchase additional package enhancements (i.e., enhanced blogposts and video interview).

3.5.2.3 Company profiles, with Community Partner status, will be maintained and managed by a profile manager(s) within your company. Companies without Community Partner status will have a free profile with information freely accessible to us (i.e., via your website) included on the profile and these companies will not be able to edit their profile.

3.5.2.4 In consideration of the payment of Membership Fees as detailed in clause 3.9, and the acceptance of the obligations set out in these Terms, your membership will enable you to access parts of the Community Platform which are accessible by members only (“Member Areas”). Your membership includes a non-exclusive and non-transferable licence to access the Member Areas and use the materials available therein under the conditions specified in these Terms. (“Licence”).

3.5.2.5 We will grant you the membership for the membership term (as defined below). Unless agreed otherwise your membership will be active for 12 months from the date of our acceptance of your membership application (“Membership Term”).

3.5.2.6 You may not sub-license, assign or otherwise transfer the Licence.

3.5.3 Membership Renewals

3.5.4 Your membership will be active for the Membership Term agreed – usually 12 months from the date of our acceptance of your membership (Start Date).

3.5.5 Your membership will not automatically renew. We will contact you up to three months before and no later than one month before the expiry of your membership with a renewal quote and details of how to renew your membership.

3.5.6 If you do not wish to renew your membership, we will deactivate your membership upon the expiry date at which point your renewal quote will also expire. You may contact us at any point after that and request a new quote to renew.

3.5.7 Companies who do not renew their Community Partner Package will return to a free version profile and any content you had uploaded will be hidden to other users. You may request the content owned by you and not freely available will be deleted from our database as per our Privacy Policy

3.5.8 Chats via the in-messenger system with expired members, including members which have been removed by profile managers, will be made inaccessible, this includes if you decide to cancel your membership. All chats with expired or cancelled memberships will be deleted from our database within six months and will not be recoverable even if you or the other individual renew your respective memberships. If membership is renewed before this period, all chats will be available.

3.6 Cancelling your membership

3.6.1 You may cancel your membership at any time if you notify us by email to contact@ultrapuremicro.com. We will email you to confirm we have received your cancellation, at which point your cancellation will be effective. You will not be entitled to receive a refund of any membership fees (as defined below) already paid.

3.6.2 Community Partner company profiles will return to the free version, which is updated by us with freely accessible information. Logos will be removed from free profiles.

3.7 Membership Fees

3.7.1 In consideration of us providing the membership you must pay Membership Fees in accordance with this clause 3.9 (Membership Fees).

3.7.2 It is possible that, despite our reasonable efforts, membership on our Community Platform may be incorrectly priced. If the correct price for your membership is higher than the price stated on our Community Platform, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the membership at the correct price or cancelling your application. If it is lower, we will apply the lower price to your application.

3.7.3 Unless otherwise stated, our Membership Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Membership you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Membership Fees.

3.7.4 Payment for membership will be taken online where online application is made. We accept the payment methods shown on our Community Platform. Where application is made by email, we will send an invoice or a pro-forma invoice with details of how to make payment and agreed payment terms.

3.7.5 Where an Agreement has been signed for a Community Partnership this will include a company membership. The details of this membership including the price and payment method will be outlines in the Agreement.

3.8 Your Obligations

3.8.1 It is your responsibility to ensure that:

1. The person applying for the membership and the person(s) acting as company profile manager is duly authorised on your behalf
2. You must be the “Minimum Age” or older (see 3.8.3) and you use your real name and accurate information about yourself in your application and your profile.
3. You obtain and maintain all necessary permissions and consents for the membership, which may be required from within your organisation, before the date on which the membership begins.
4. You provide us with all information we may reasonably require in order to supply the membership, and you ensure that the information provided to us is complete and accurate.
5. You have not and will not create a false identity, misrepresent your identity, create a member profile for anyone other than yourself, or use or attempt to use another’s account
6. You notify us in writing immediately (at any time during the term of your membership) if there is any correction or update to the information you have provided to us in relation to your membership (e.g., a new profile manager)
7. Community Partners must keep their profiles accurate and up to date, including removing or hiding employees associated with the company when they leave.
8. Users do not share their login and password details with any other personnel or with third parties. You agree to indemnify us from and against any loss, liability, damages or costs to us or third parties from your failure to comply with this obligation.
9. You notify us in writing immediately if a member’s login or password have been compromised. We will then instruct the member on how to reset their password or, if necessary, we will issue a new password.

3.8.2 If our ability to provide the membership is prevented or delayed by any failure by you to fulfil any obligation or warranty listed above:

1. we will be entitled to suspend provision of the membership until you fulfil your obligations
2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failures or delay to provide the membership.

3.8.3 “Minimum Age” means 16 years old. However, if law requires that you must be older in order for us to lawfully provide membership to you without parental consent (including using your personal data) then the Minimum Age is such older age.

3.9 Termination

3.9.1 Without limiting any of our other rights, we may suspend your membership, or terminate your membership and these Terms with immediate effect by giving written notice to you if:

1. You commit a material breach of any of these Terms and (if such a breach is remediable) fail to remedy that breach within 28 days of you being notified in writing to do so
2. You fail to pay any amount due under these Terms on the due date for payment
3. You take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business (business profiles only)
4. (d) You suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business (business profiles only).

3.9.2 You will not be entitled to any refund on the termination of your membership and these Terms.

3.9.3 Subject to clause 1.12 termination of your membership and these Terms will not affect your or our rights and remedies that have accrued as at termination.

3.9.4 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.