| 1. |
Definitions & Interpretation "Acceptance Date" means the date on which the Software is accepted or deemed to be accepted by you pursuant to clause 3; "Agreement" means these terms and conditions for the supply of Software, Support and Services as may be amended by us from time to time and any other documents expressly incorporated; "Charges" means any charges due under this Agreement and includes the License Fee, Support Fee, Data Conversion Fee, Installation Fee, Training Fee, any administration fee payable for the benefit of spreading payments over a period of time subject to our confirmation that you are entitled to do so, or any other charge or expense payable under this Agreement, invoiced by us and calculated in accordance with our current standard rates from time to time, details of which are available on request; "Commencement Date" means the date of signing of this Agreement; "Concurrent Users" means the total number of the Customer's employees, authorised representatives or computer devices that are authorised to use or access the Software at any one time; "Current Release" means the most recent version of the Software which has been made available by us, which from time to time is publicly marketed and offered for purchase by us in the course of our normal business; "Data Conversion" means the service whereby we import and convert your data into the correct data format, this service excludes (without limitation) data extraction unless specified otherwise in the Invoice or other written notification we send to you; "Data Conversion Fee" means the fees for the Data Conversion; "Documentation" means (where available) the operating manuals, user instructions, technical literature and other related materials we or a Reseller supply to you in any form pursuant to this Agreement for aiding the use of the Software, including any part or copy of them and any Third Party Software documentation; "Equipment" means hardware on which the Software is installed or your server for the computer configuration situated at the Location as may be specified in the Invoice or other written notification we send to you which conforms to the Specification as published by us in hard copy or available on the Website from time to time; "Initial Term" means the period of twelve (12) months from the Commencement Date unless specified otherwise in the Invoice or other written notification we send to you; "Installation Service" means the installation of the Software on the Equipment; "Installation Fee" means the fee for the Installation Service; "Invoice" means any invoice we send to you for the Charges due which may indicate the variables, metrics, price and payment terms of the Software, Support and/or Services provided or to be provided by us or a Reseller to you during the Term; "IPR" means all intellectual property rights including, without limitation, all patents, copyright, design rights, database rights (including rights in the design or structure of any database) trademarks, confidential know-how, database rights and all other similar rights (whether registered or unregistered) and all applications for the same anywhere in the world; "License" means the License specified in clause 2; "License Fee" means the fee for the use of the Software as published by us from time to time, or as set out in the Invoice or other written notification we send to you; "Licensed Companies" means the number of companies, restricted to five Affiliates (as such term is defined in the Companies Act 2006) and each such company must be notified to us in writing pursuant to clauses 4.3 and 15; "Licensed Materials" means the Software, Current Releases, Releases Codes, the Documentation, physical media on which Software is stored and any other material supplied to you with the Software or as part of the Support service; "Location" means the location of the Equipment on which the Software is licensed to be used, or where the Services are to be provided, as may be specified in the Invoice or other written notification we may send to you; "Maintenance Release" means any release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a Current Release; "Release Code" means the unlocking code supplied by us to you which allows you to use the Software on the Equipment in accordance with the purchased functionality and this Agreement; "Renewal Term" means the period defined in clause 12.1; "Reseller" means an officially accredited reseller for the Licensed Materials appointed by us; "Services" means any service additional to Support and includes installation and implementation, training, data conversion and/or bespoke modification services or additional services to be supplied by us or a Reseller pursuant to this Agreement, as may be specified in the Invoice or confirmed by us in any other written notification we send to you; "Software" means the computer programs specified in the Invoice or confirmed by us in any written notification we send to you including any Maintenance Releases and any copies of the same supplied by us or a Reseller but excluding source code material and all preparatory design material; "Specification" means the functional specification (if any) for the Software or minimum and/or optimum system environment or hardware specifications for use of the Software published by us in hard copy format or on the Website; "Standard Support Hours" means the standard hours during which the Support will be provided as specified in clause 7.4; "Support" mean the support service comprising advice by telephone, facsimile, post, email, the Website or other means available to us (excluding on site visits) as may be appropriate and necessary to resolve your difficulties and queries in relation to installing and using the Software, such advice will be provided to your contacts specified in the Invoice or confirmed by us in any other written notificaton we send to you; "Support Fee" means the fee for the provision of the Support incorporating any Charges, but excluding the Installation Fee, Training Fee or Data Conversion Fee as published by us from time to time; "Term" means the Initial Term and any Renewal Term; "Third Party Software" means all software owned by a third party but legally licensed for use or distribution by us as part of or for use within the Software; "Training Fee" means the fees payable in respect of the training services delivered by us to you; "UK" means the United Kingdom; "Website" means the website specified on our invoice or stationary sent to you from time to time. |
| 2. | Grant of License |
| 2.1 | Subject to the terms of this Agreement, in consideration of the payment to us by you of the License Fee, we grant you a non-exclusive and non-transferable License ('the License') during the Term to use the Licensed Materials on the Equipment in the UK (and where applicable) at the Location either for single use, or by the number of Concurrent Users or by the number of Portable Users as specified in the Invoice or other form of written notification we send to you; |
| 2.2 | The License entitles you to: |
| 2.2.1 | receive one copy of the Software for use on the Equipment, at the Location, together with the necessary Documentation and to install and use the same; |
| 2.2.2 | load, install and use the Software either (a) on one Central Processing Unit ("CPU") of the Equipment at the Location if the Equipment is single-user or the Software is for single use (a separate License Fee being required for each CPU upon which you wish to use the Software); or (b) if the Equipment is multi-user or networked by the number of Concurrent Users; |
| 2.2.3 | install the Software on a file server for the sole purpose of distribution to other workstations or computers at the Location. Such use will not be counted for the purposes of ascertaining the number of Concurrent Users. Additional Concurrent Users may be added by purchasing an additional License from us; |
| 2.2.4 | use the Software on a portable, lap-top or home computer proprietary to you, where the Software is permanently installed on the hard disk or other storage device of the Equipment (but not a file server) and you or your employee are the predominant user of the Software ("Portable User") and where applicable, such use will form part of and will count as one for the purpose of the Portable User limit. You may add Portable Users by purchasing an additional License from us. |
| 3 |
Acceptance You will be deemed to have accepted the Software on the date of either dispatch by us or of acceptance immediately prior to install of the Licensed Materials to the Location. |
| 4 | Permitted Use |
| 4.1 | You may use the Software only on the Equipment at the Location within the UK. The use of the Software on different equipment or at a different location within the UK requires our prior written consent. |
| 4.2 | The License will be restricted to the license metrics specified in the Invoice or renewal Invoice or other written notification we issue to you, defined where applicable, by the number of Licensed Companies, Portable Users, CPU's or Concurrent Users, which except for Portable Users, will unless specified in the Invoice, or agreed otherwise be one. |
| 4.3 | It is your obligation to ensure that the Invoice or any other written notification we send to you confirming the terms of this Agreement, correctly state the information set out in them. If the license metrics specified in those documents change during the Term of this Agreement, you may write to us to request a change to them. If there is any change to the License metrics or variables relating to the Software, Support and/or Services and/or the Charges due under this Agreement we will issue you with a revised invoice and/or take any changes into account in the renewal invoice issued to you before the start of the Renewal Term. |
| 4.4 | Employees of any Group Company are not permitted to use the Software, unless that company has been licensed to use the Software. |
| 4.5 | You may use the Licensed Materials for processing your own data for your own internal business purposes only. |
| 4.6 | You shall not: |
| 4.6.1 | use or attempt to use the Licensed Materials or any of the Software's output or permit any third party to do so to provide a data processing service to any third party, or otherwise, or contrary to any other restrictions stated in this Agreement without our prior written consent; |
| 4.6.2 | translate or adapt the Licensed Materials for any purpose nor arrange or create derivative works based on the Licensed Materials without our express prior written consent in each case; |
| 4.6.3 | transfer or distribute (whether by License, loan, rental, sale or otherwise) or otherwise deal in, charge or encumber all or any part of the Licensed Materials to any other person or use the Licensed Materials on behalf of any third party or make available the same to any third party; |
| 4.6.4 | make, or permit any third party to make for any purpose (including without limitation for error correction), any alterations, modifications, additions or enhancements to the Software except as specifically described in the Documentation; |
| 4.6.5 | permit any third party to, alter, adapt, make error corrections to, decompile, reverse engineer or disassemble the Software or any part or permit the Software to be combined with any other programs except that you may decompile the Software only to the extent permitted by law. |
| 4.7 | You shall follow all lawful and reasonable instructions and directions given by us from time to time in relation to the use of the Licensed Materials. |
| 4.8 | You shall permit us, or our agent, on reasonable prior notice, to inspect and have access to any premises, and to the computer equipment located there, at or on which the Software is being kept or used, and any records kept pursuant to this Agreement, to verify that the use of the Software by you is in accordance with the terms of this Agreement. Alternatively we may require you to operate and run a tool or programme provided by us on your Equipment in order to verify that your use of the Software complies with the terms of this Agreement. |
| 4.9 | You shall use appropriate hardware and software to operate the software in accordance with the Specification and any minimum and/or optimum hardware Specifications. |
| 4.10 | You may not use the Software other than as specified in this Agreement without our prior written consent, and you acknowledge that additional fees may be payable on any change of use authorised or approved by us. |
| 5 | Extent of permitted reproduction |
| 5.1 | You are permitted to make one back-up copy of the Software for your lawful use and record the location of that copy and take steps to prevent unauthorised use or copying. The copy will belong to us. |
| 5.2 | You may only use a back up copy of the Software by substituting it for the copy you are using. If copies that you have made of the Software fall into the hands of a third party, you agree that you will be responsible for paying us the full License and other fees connected with the use of these unauthorised copies. |
| 5.3 | You shall not make or permit others to make any copies of the Documentation without our prior written consent, excluding the printing of help files which is permitted in so far as the making of such copies are necessary for the use of the Software permitted by the License. Such copies will remain our property. |
| 5.4 | A separate License is required and must be acquired for the use of copies of the Software on equipment other than the Equipment situated at the Location. |
| 5.5 | You undertake to effect and maintain adequate security measures and maintain accurate and up-to-date records of the number and location of all copies of the Software or the Licensed Materials and upon prior written notice forthwith produce such record to us, and to supervise and control use of the Software in accordance with this Agreement. |
| 6 | Proprietary rights |
| 6.1 | All copyright, database rights and other IPR in the Licensed Materials and rights in any copies of them shall belong to us and you shall have no rights in respect of any of them except as expressly granted under this Agreement. You shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as we may from time to time require for the purpose of giving us the full benefit of the provisions of this clause. |
| 6.2 | You agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Software or which is visible during its operation or which is on any physical media or on any Documentation. You agree to include our proprietary marks in any copies of the Licensed Material made by you in compliance with this Agreement. |
| 6.3 | You shall notify us immediately if you become aware of any unauthorised access to, use, copying or disclosure of, any part of the Licensed Materials including any feature of the design or structure of any database by any person and permit our staff remote access to the Licensed Materials or access to the Location or such other location as we consider necessary or appropriate to ensure compliance. |
| 7 | Support |
| 7.1 | In consideration of the performance of all your other obligations pursuant to this Agreement, we agree to provide the Support in accordance with the terms of this Agreement. |
| 7.2 | Maintenance Releases or details of such release will be issued at our discretion. |
| 7.3 | Support covers significant operational errors that make the program set unusable when operated in conformity with the online user instructions in the help function in the program or the Documentation (as the case may be). Such errors shall be notified to our Customer Support Department by you. We will use reasonable endeavours to attempt to correct or assist you to avoid, errors thought to be suitable to the problem or at our option resort to other means toward a mutually satisfactory solution. |
| 7.4 | The Support will be provided during the hours published on the Website excluding UK public holidays and any company shutdowns. Any such company shutdowns will be notified in advance on the Website. |
| 7.5 | The provision of any Support outside the Standard Support Hours is at our sole discretion. All time spent in providing any Support outside the Standard Support Hours will be invoiced to you at our discretion at our then current rates applying to such hours. |
| 7.6 | We will use reasonable endeavours to provide the Support promptly having regard to the availability of personnel, necessary supplies and facilities and commitments to other customers but any dates quoted for commencement or completion of any part of the Support are estimates only and time will not be of the essence. |
| 7.7 | If you make unreasonable, excessive or inappropriate use of the Support, then we may at our absolute discretion either suspend or charge extra for such use and invoice you for the additional Charges at the then current rates for such use. |
| 8 | Customer obligations |
| 8.1 | You undertake: |
| 8.1.1 | to satisfy yourself that the Software meets the needs of your business, and it is your sole responsibility to determine that the Software is ready for operational use in your business before it is so used. If you are not qualified to make these assessments yourself, it is your responsibility to engage the services of someone with requisite expertise who can make that assessment for you; |
| 8.1.2 | to allow our Software to transmit data to us, at any time, to enable us to check whether you are using a Current Release or enable us to prompt you when a Current Release is available. |
| 8.1.3 | to allow us to study your information and data used with the Software for the purpose of rectifying any problems with the Software; |
| 8.1.4 | to ensure that the operating system and compiler and any other software with which the Software will be used is either your property or it is legally licensed to you for use with the Software. You will indemnify us in respect of any claims by third parties and all related costs, expenses or damages in the event of any alleged violation of third party proprietary right which results in any claims against us; |
| 8.2 | In relation to the Support, you shall: |
| 8.2.1 | use all reasonable endeavours to ensure that the Current Release and the Equipment are used in a proper manner by competent trained employees only or by persons under their supervision; |
| 8.2.2 | ensure that each Maintenance Release, or Current Release of the Software we issue to you is installed and implemented as soon as is reasonably possible and in any event implemented not later than three (3) months of receipt by you; |
| 8.2.3 | notify us promptly by notice in writing if the Software is not operating correctly or of any other problem with the Software; |
| 8.2.4 | co-operate to a reasonable extent with our staff as reasonably required to perform the Support and provide facilities for remote testing and diagnostic purposes; |
| 8.2.5 | provide our staff with access to the Licensed Materials, the Equipment and the Location during the Standard Support Hours and at such other times as we may request on reasonable prior notice or as may otherwise be expressly agreed with us; |
| 8.2.6 | where applicable provide a valid serial and registration number to us when performing an upgrade to obtain a Release Code; |
| 8.2.7 | designate primary and secondary contacts and procure that the contacts whose details appear in the Invoice or other written notification we send to you shall be those who deal with us with regard to any matters reported in connection with the Support and the only contacts authorised to use the telephone helpline, and inform us as soon as reasonably possible if contacts or their details change. |
| 8.3 | If any of our staff work on your premises, you will ensure that our staff are provided with suitable and safe office accommodation, suitable services (including telephone, facsimile and photocopying facilities) and any computing and ancillary facilities, and use free of charge of such items, third party software, facilities and services (if any) as may be required to perform the Support. |
| 8.4 | We reserve the right to refuse to provide any Support and/or Services to you, if in our sole opinion you are abusive to our staff. |
| 8.5 | You shall indemnify us against any losses, damages, costs (including legal and other professional fees) and expenses incurred by or awarded against us as a result of your breach of this Agreement or any negligent or wrongful act by you or your officers, employees, contractors or agents. |
| 8.6 | You undertake to ensure that you backup all your data whether stored on the Equipment, file server, workstations or computers at the Location(s) or on a portable, lap-top or home computer proprietary to you before we install the Software. You will indemnify us in respect of any and all losses, damages, claims or actions brought by you or any third party, arising from your failure to back up your data. |
| 9 | Payment terms |
| 9.1 | You agree to pay us the Charges in accordance with the terms for payment set out in any Invoice we send to you. |
| 9.2 | All Charges payable by you to us should be paid in full in accordance with terms stated on our invoice. |
| 9.3 | All amounts due under this Agreement are exclusive of VAT and any other taxes, duties or levies. |
| 9.4 | Where Release Codes are required, we will not issue the full Release Codes in respect of the Software until payment of all Charges due under this Agreement have been received by us in full and in cleared funds. Where applicable, any Release Code issued prior to receipt of such payment will be temporary only and will in some of our Software automatically expire at the end of thirty (30) days from the date of installation on the Equipment or alternatively your right to use the Software will cease or shall be restricted after thirty (30) days from the date of commencement of the Term, invoice or installation or such other date as specified in any Invoice or other written notification we send to you. |
| 9.5 | If any payment due under this Agreement or any other Agreement with us is or are in arrears, we and our Reseller (as applicable) reserve the right without prejudice to any other right or remedy to: |
| 9.6.1 | charge interest on such overdue sum on a day to day basis from the original due date until payment is received in full as well after as before any judgment and independent of such judgment at a rate of 3% per annum above Lloyds TSB plc's base lending rate in force from time to time and alternatively reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or |
| 9.6.2 | suspend the provision of any Support and/or Services under this Agreement on seven (7) days' prior notice to you; and/or |
| 9.6.3 | withhold the full Release Code until any outstanding payment is both received and cleared; and/or |
| 9.6.4 | terminate this Agreement pursuant to clause 12. |
| 9.7 | You will notify us or our Reseller (as the case may be) in writing within fourteen (14) days of receipt of an invoice if you consider such invoice incorrect or invalid for any reason and the reasons for withholding payment, failing which such invoice will be deemed accepted and you will make full payment in accordance with it. |
| 9.8 | We reserve the right to refuse to provide the Release Codes, Support and the Services at any time without refunding the Charges paid by you, if any attempt is made, other than by us, to tamper with the Software, or if you have failed to pay an invoice from us in accordance with this Agreement or where, in our reasonable opinion, your system and/or the Equipment has ceased to be capable of running the Software successfully for any reason. |
| 10 | Warranty |
| 10.1 | We warrant the media will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the Acceptance Date and the functionality of the Software, when properly used on the Equipment, will, for a period of six (6) months from the Acceptance Date, operate substantially in accordance with the Specification or Documentation when operated in conformity with the user guide in the help function in the Software and/or the Documentation. |
| 10.2 | Our obligation and your exclusive remedy under the warranty given in clause 10.1 is limited to replacing defective media notified to us and with respect to the Software, at our option either repair (by way of Maintenance Release) within a reasonable period of time, or replace the Software in whole or in part, and in the case of Third Party Software the supply of a corrected version where available from the supplier of the same. |
| 10.3 | We will have no liability or obligation under clauses 10.1 or 10.2 unless prior written notice of any alleged default is received from you within fourteen (14) days of delivery of the media or within fourteen (14) days of the Acceptance Date in the case of Software. The warranty in clause 10.1 shall not apply to any Software developed or modified under the Agreement. |
| 10.4 | Subject to you giving us notice in accordance with clause 10.3, any faulty media and/or related materials should be returned by post, with post paid in advance (including insurance) to our trading address available on the Website and marked for the attention of the Customer Support Department or such other addressee we may specify. |
| 10.5 | You acknowledge that it is your responsibility to ensure that the facilities and functions of the Software meet your requirements and that we or our Reseller will not be liable for any failure of the Software to provide any facility or function not described in the Specification or Documentation or for any failure of the Software attributable to any modification to the Software or the Equipment by persons other than our staff or combination of the Software with other software or equipment without our express prior written consent, or for the results of, loss or damage arising from any Support we have given to help you to develop or implement back-up routines. |
| 11 | Liability |
| 11.1 | Nothing in this Agreement shall in any way exclude or limit our liability (but excluding Resellers) for death or personal injury caused by negligence, or liability for fraudulent misrepresentation, or for any breach of our obligations as to title under section 12 of the Sale of Goods Act 1979 or section 2 of Supply of Goods and Services Act 1982 or for any other liability which by law it is not possible to exclude or limit. |
| 11.2 | Our liability for the loss or damage to tangible property, or software programs during the repair or upgrade of the Software whether or not the same are under warranty, shall be limited in accordance with clause 11.3 of this Agreement. |
| 11.3 | Our total liability for direct losses in contract, tort, misrepresentation or otherwise in connection with this Agreement or the provision of the Software, Support and or any Services for any one event or a series of related events shall be limited to the total sums paid (excluding VAT and expenses) by you to us for the Software, the Support and or the Services (as applicable) in the 12 months before the event(s) complained of. |
| 11.4 | We shall have no liability to you in respect of defaults covered by clause 11.3 unless you notify us within six (6) months of the date you became aware of the circumstances giving rise to the event(s) complained of. We shall have not less than ninety (90) days following written notice by you) or such other notice period notified to you in which to remedy any default. |
| 11.5 | In no event will we be liable to you in contract, tort, misrepresentation or otherwise, for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, nor for any loss of profit, loss of anticipated profits, loss of revenue, loss of anticipated revenue, loss of savings or anticipated savings, loss of business opportunity, increases in cost of working whether anticipated or not, loss or corruption of data, loss of use or loss of operating time and any costs and expenses associated therewith, loss or damage to Software or data which it contains during repair or upgrade whether or not the same are under warranty, the cost of purchasing elsewhere, depletion of goodwill or reputation or otherwise which arise out of or in connection with this Agreement and whether or not foreseeable or made known to us. |
| 12 | Term & Termination |
| 12.1 | This Agreement will commence on the Commencement Date and will continue for an Initial Term or 12 months unless terminated earlier in accordance with these terms. |
| 12.2 | We may terminate this Agreement (or at our discretion, the supply to you of any Software Licenses, Support, or any Services) immediately if you fail to pay any sum due to us under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to you that such sum has not been paid. |
| 12.3 | You may only terminate this Agreement by giving not less than thirty (30) days' prior written notice to take affect at the expiry of the Initial Period or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. |
| 12.4 | Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if the other: |
| 12.4.1 | is in material breach of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy the breach within thirty 30 days of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement; |
| 12.4.2 | becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding up or for an administration order, or has ceased or threatened to cease to trade. |
| 12.5 | Termination of the License, however caused, shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination. |
| 12.6 | On termination of this Agreement however caused the License and accordingly your right to use the Licensed Materials will automatically cease and at our option, you shall either return all copies of them or, delete, destroy or otherwise make permanently unusable the Licensed Materials and certify to us in writing that this has been done within fourteen (14) days of the date of termination. |
| 12.7 | On expiry of the Term of the License, or in the event that you choose not to pay for the Support or renew the Support, then your right to use the Software to create new data will cease. In such circumstances, depending on the Software licensed to you, on expiry of the Release Codes and any permitted grace period within which you may renew the License, your access to the Software may be denied or restricted and will convert to read-only permitting limited access to data or files created using the Software, prior to the expiry of the License Codes. |
| 13 |
Force majeure No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this clause 13 shall excuse you from any payment obligations under this Agreement. If any such event continues for more than ninety (90) days and provided substantial performance is still impeded either party may terminate this Agreement forthwith by prior written notice without prejudice to the accrued rights of either party. |
| 14 |
Assignment We may assign, sub-contract or otherwise transfer any of our rights or obligations under this Agreement without your consent. |
| 15 | Notices |
| 15.1 | Any notice required to be given pursuant to this Agreement shall unless otherwise stated in it, be in writing, sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this clause). |
| 15.2 | For the purpose of notices to be given by us in writing, the expression "writing" or "written" shall be deemed to include email communications or facsmilie transmissions. At our option, we may as an alternative to written notice by post, send you written notice addressed to the facsimile number or by email at the email address you supply to us pursuant to this Agreement. |
| 15.3 | A correctly addressed notice sent by first-class post shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission, and correctly addressed emails shall be deemed to have been delivered 48 hours after sending. |
| 16 |
Severability If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced. |
| 17 |
Waiver No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. |
| 18 | Entire Agreement |
| 18.1 | This Agreement and any document expressly incorporated in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation |
| 18.2 | You will be notified of any changes to this Agreement on the Website. Changes to the Agreement will take effect from the date of commencement of the Renewal Term or if sooner after thirty (30) days of notice being given to you pursuant to this clause. |
| 19 |
Third party rights A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. |
| 20 | Data Protection |
| 20.1 | Each party shall comply with the UK Data Protection Act 1998. Neither party shall by any act or omission, put the other party in breach of the Data Protection Act and each party shall do and execute, or arrange to be done and executed each act, document and thing necessary or desirable to ensure that it does not put the other party in breach of that Act. |
| 20.2 | We will use your data or information to provide you with our products and services, for administration and customer services and for direct marketing and/or marketing purposes. We will disclose your information to any of our joint venture partners and Resellers, our service providers, partners and agents for these purposes and for any purpose connected with our or their business. They or we may use your information to write, phone or contact you by other means to offer products and services or promotions. We may transfer your information outside the UK if necessary for the above purposes, but only where your information remains under our strict supervision and within the requirements of the Data Protection Act. We may record telephone calls to improve our service to you. |
| 20.3 | You have a right at any time to stop us from contacting you for direct marketing purposes and/or giving your details to others for these purposes, by writing to us at our registered office. |
| 21 |
Governing law This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales. |
| 22 |
Offers and promotions We reserve the right to remove or change any promotional offers at any time without notice. |
