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TERMS AND CONDITIONS

Parties

  1. Sauve Solutions Limited (trading as LivingTWIN) incorporated and registered in England and Wales with company number 7082190 whose registered office is at 50 Velsheda Court, Hythe, Southampton, SO45 6DW, United Kingdom.
  2. User Any individual, who may also be a Subscriber, who accesses the Service.

A successful log in to the Service by You constitutes acceptance of these terms and conditions.

Background

  1. The Company is in the business of supporting the improvement of complex data and sharing that data securely by authorised parties via the internet.
  2. A Subscriber wishes to implement the service to manage certain data and files relating to their business with other Users.

Agreed Terms

Interpretation

  1. The definitions and rules of interpretation in this section apply in these terms and conditions.

    1. Agreement: These terms and conditions constitute the agreement governing Your use of the Service.
    2. Business Day:  any day which is not a Saturday, Sunday or public holiday in the United Kingdom.
    3. Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or which may reasonably be expected, by its nature, to be Confidential Information.
    4. Content: data, files and information that may be uploaded to The Service by You.
    5. Control: the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract, agreement or otherwise.
    6. Effective Date: the date on which a Subcriber indicated acceptance of these Terms and Conditions.
    7. Intellectual Property Rights: means all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database rights, design rights, patents, trademarks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.
    8. Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
    9. Normal Business Hours: 9.00 am to 5.00 pm local United Kingdom time, Monday to Friday, excluding public holidays.
    10. Organisation: A legal entity or other unincorporated body for whom the Subscriber or User works by employment, contract or other means, or acts as an agent for.
    11. Regulatory Body: those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in these terms and conditions in relation to You.
    12. Services: all or any part(s) of any services of the type and specification selected by the User when creating an account on the system, or when expanding usage of an existing account, together with any other Services developed by the Company and which the Company may permit a User, by express notice in writing, to use pursuant to this agreement.
    13. Subscriber A User (whether acting as an individual or as an employee or agent on behalf of an Organisation) who creates an account and pays for the Service.
    14. User: Any individual who creates an account in the system and uses the Services, a User may also be a Subscriber.
    15. We/Us: The Company.
    16. Workface: Being an entity in the Services that is used as the measure of use of the Services for billing purposes.
    17. Year: the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the term of this agreement.
    18. You/Your: The Subscriber and/or User, and/or Organisation as the context permits.

  2. References to clauses, paragraphs or schedules are to the clauses, paragraphs of and schedules to this agreement.

  3. Headings are for convenience only and shall be ignored in interpreting this agreement.

  4. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

Prohibited Use

Use of The Service is not permitted where prohibited by law.

Restricted Usage

You will not use or permit the use of The Service for any of the following activities:

  1. Criminal or other illegal activity, including without limitation child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets.
  2. Advertising to, or solicitation of, any other End User to buy or sell any products or services through The Service. End User may not use any information obtained from The Service in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.
  3. Any automated use of The Service, such as using scripts to add users or documents or data in bulk, save with Our express permission.
  4. Interfering with, disrupting, or creating an undue burden on The Service or any networks or services linked to The Service.
  5. Attempting to impersonate another User or party, including using the account, username, or password of another User at any time.
  6. Selling or otherwise transferring access rights including disclosing User access details to any third party or permitting any third party to access User’s account.
  7. Using any information obtained from The Service in order to harass, abuse, or harm another person;
  8. Using The Service in a manner inconsistent with any and all applicable laws and regulations.

Licence

  1. The Company hereby licences You to use the Services and permit other Users to use the Services as described in this agreement.
  2. For the avoidance of doubt You are not an agent of the Company.
  3. You shall not, without the Company’s prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Services which are inconsistent with those contained in the promotional material supplied by the Company (including, without limitation, this agreement) or otherwise incur any liability on behalf of the Company.
  4. You shall not sell or licence any of the Services through a sales agent or to a sub-distributor or reseller without the express written permission of the Company. If the Company agrees to any such appointment, You shall ensure that it enters into a written contract with such sales agent, sub-distributor or reseller on terms which provide at least the same level of protection to the Company as set out in this agreement.
  5. Other than the licence referred to above, the Company does not transfer any right, title or interest to any Services to You.  Use of the terms “sell”, “license”, “purchase”, “licence fees” and “price” will be interpreted in accordance with this clause.

Supply of Services

  1. The Company shall supply in the agreed form:
    1. within a reasonable period following the Effective Date the latest version of the Services; and
    2. during the term of this agreement, such updates or new releases to the Services as such updates or new releases become commercially available.
  2. The Company is entitled upon giving 3 months’ written notice to You to vary this Agreement to exclude one or more of the Services, parts of the Services, or terms of this Agreement as it thinks fit,
  3. You acknowledge that the Service is continuously being developed and The Company is entitled to make changes which, in its sole opinion, do not adversely affect the Services without written notice of such changes to You.
  4. The supply of Services and these Terms may be varied by a separate document exchanged between You and the Company. Where such additional terms exist they shall take precedence over the terms in this document and shall be shared with and binding on any Users that You permit to use the Services.

Rights to Upload

You warrant that You have sufficient rights and permissions to upload Content to the Service, for all Content uploaded to The Service.

  1. Ownership rights to End User Materials are not affected by such upload. In particular, by such action, We deny ownership rights in generality and make no claim to additional ownership rights if such rights pre-exist.
    1. You remain responsible for Your Content, and We will only use Content to provide the Services to You and Your Users.
    2. accordingly, You provide Us a limited license to store, transmit and distribute Your Content in order to provide the Services to You and Your Users.
  2. You represent and warrant that Your upload of Content to The Service does not violate the privacy rights, publicity rights, intellectual property rights (including copyrights and trademarks), contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content uploaded by You to The Service.
  3. Without limiting the foregoing, You will not upload any Content to The Service which:
    1. is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    2. harasses or advocates harassment of another person;
    3. exploits people in a sexual or violent manner;
    4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
    5. solicits personal information;
    6. promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
    7. promotes an illegal or unauthorised copy of another person’s copyrighted work, including providing pirated music or links to pirated music files;
    8. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”;
    9. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
    10. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
    11. involves commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
    12. includes a photograph where You do not have sufficient consent to upload

Prices and Payment

  1. The prices to be paid by You to Us for the Services are to be the prices as shown on Our website, and as amended by Us from time to time. We shall give You 28 days’ notice of any changes in the prices of the Services.
  2. You acknowledge that such prices is subject to a reasonable use condition as shown on Our website, and as amended by Us from time to time. We shall give You 28 days’ notice of any changes in the prices of the Services.
  3. The Company will charge Subscriber for each Workface monthly in arrears for the Services.
  4. If We believe a reasonable use condition may be breached, We will notify You so that action may be taken to either:
    1. Remedy the breach within 30 days; or
    2. if not remedied, We will Raise an invoice on You for additional charges.
  5. You shall pay the full amount invoiced by Us (in pounds sterling) on receipt, net of all charges.
  6. You shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to Us.

Advertising and Promotion

  1. You shall:
    1. be permitted to advertise and promote the Services provided that the use by You of any advertising materials and promotional literature containing the Trade Marks or other references to the Services shall be subject to Our prior written consent;
    2. observe all directions and instructions given to it by Us in relation to the promotion and advertisement of the Services to the extent that such promotions or advertisements refer to the Services or otherwise use the Trade Marks, and shall not make any written statement as to the quality or manufacture of the Services without Our prior written approval.
  1. You may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. We reserve the right to terminate access privileges of any User who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Us by the copyright owner or the copyright owner’s legal agent.
  2. Without limiting the foregoing, if You believe that Your property has been copied and posted on The Service in a way that constitutes copyright infringement, You shall provide Us with the following information:
    1. an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest;
    2. a description of the copyrighted work that You claim has been infringed;
    3.  the location of the infringing material on The Service;
    4. Your address, telephone number, and email address;
    5. a written statement by You of a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
    6. a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorised to act on the copyright owner’s behalf.

Intellectual Property Rights

  1. Unless otherwise agreed in writing between the parties, all Intellectual Property Rights in and to the Services belong, and shall belong, to Us and/or its licensors.
  2. You shall, at Our expense, take all such steps as We may reasonably require to assist Us in maintaining the validity and enforceability of Our Intellectual Property Rights during the term of this agreement.
  3. You shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any of Our Intellectual Property Rights and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
  4. We make no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Services and the Trade Marks nor as to whether the same infringe on any Intellectual Property Rights of third parties.
  5. We grant to You a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purposes of performing Your obligations under this agreement) to:
    1. use the Service for internal use at Your premises and those of Your Users and for the purposes of demonstrating, marketing and selling the Services to Users if applicable; and
    2. use the Trade Marks included in relation to the Services for the purpose of the promotion, advertisement and sale of Your services.
  6. You shall not:
    1. copy the Service or any part of any of them except to the extent and for the purposes expressly permitted by this agreement;
    2. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Services.
  7. You shall ensure that each reference to, and use of, any of the Trade Marks by You is in a manner approved from time to time by Us and accompanied by an acknowledgement in a form approved by Us that the same is a trade mark (or registered trade mark) of Ours.
  8. You shall not:
    1. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or Our goodwill therein;
    2. use in relation to the Services any trademarks other than the Trade Marks without obtaining Our prior written consent; or
    3. use any trademarks or trade names so resembling any of Our trade marks or trade names as to be likely to cause confusion or deception.
  9. Other than the licences expressly granted under this agreement, We do not grant any licence of, right in or make any assignment of any of Our Intellectual Property Rights. In particular, except as expressly provided in this agreement, You shall have no rights in respect of any trade names or trademarks used by Us in relation to the Services or their associated goodwill, and You hereby acknowledge that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, Us.
  10. At Our request, You shall do or procure to be done all such further acts and things (including the execution of documents) at Your expense as We shall require to give Us the full benefit of this agreement.
  11. Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.

Confidentiality

  1. Each Party may have access to Confidential Information of the other under this agreement. Confidential Information shall not include information that:
    1. is or becomes publicly known through no act or omission of the receiving party; or
    2. was in the other party’s lawful possession prior to the disclosure; or
    3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  2. Each Party shall hold the other Party’s Confidential Information in confidence and, unless required by law, not make the Confidential Information available to any third party or use the  Confidential Information for any purpose other than the implementation of this agreement.
  3. Each Party agrees to take all reasonable steps to ensure that the Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
  4. For the avoidance of doubt data and files uploaded by You are Your Confidential Information and will not be viewed, accessed or processed by Our employees, agents or sub-contractors without Your express written permission.
  5. This Confidentiality clause shall survive termination of this agreement for any reason.

Audit and Inspection

  1. We shall provide Our full co-operation and assistance in relation to any reasonable request by You and/or any Regulatory Body but only to the extent necessary to ensure and/or verify You are complying with applicable law and any codes of practice issued by a Regulatory Body.
  2. Any co-operation and assistance provided by the Company under this Audit and Inspection clause shall be at Your cost.

Protection and Processing of Personal Data

  1. Each Party to this Agreement shall comply with its respective obligations under the provisions of the Data Protection Act, as updated to incorporate the provisions of the GDPR in 2018 (Act).
  2. Where We process personal data (as defined in the Act) on behalf of You, We shall:
    1. process such data solely in accordance with Your instructions from time to time (consistent with Our duties under the Act);
    2. implement, employ and maintain throughout the Term appropriate technical and operational measures for keeping Content, both in terms of the technology used and how it is managed, secure, having regard to the state of technological development and the cost of implementing any such measures.
      1. We cannot make provision for differentiated processing of Content that may be appropriate giving regard to the nature of the Content. You are responsible for ensuring that the Content is appropriate for the Services.
    3. In addition, We will provide You, at Your reasonable cost, with any assurance in respect of the security of any personal data processed by Us as may reasonably be required by You to comply with Your obligations under the Act; and
    4. shall not transfer or process any personal data (as defined in the Act) outside the UK or European Economic Area (EEA) without Your prior written consent.
  3. We shall:
    1. ensure that only Our employees and permitted contractors, who are required by Us to assist it in providing the Services under this Agreement, shall have access to personal data. In addition, We shall ensure that all employees used to provide the Services have undergone training (and receive on-going training as required) in data protection law and in the care of handling personal data; and
    2. not, without Your prior written consent, divulge any personal data to any person, firm or company, or make use of it, unless disclosure or use is required to comply with a statutory obligation or order of court and only after We have (where reasonably practicable) notified You of the intended disclosure.
  4. All data, including personal data, processed by Us whilst providing the Services to You is, and shall remain, under Your exclusive ownership, as appropriate.
  5. We shall immediately notify You of any accidental, unauthorised or unlawful access, loss, destruction, theft, use, disclosure or alteration of any data, including personal data or other Confidential Information, or any other non-compliance with this Clause.
  6. We shall immediately pass to You any requests, notices or other communications from any law enforcement body or Regulatory body it receives, for You to respond, unless prevented by law. We shall, at Your reasonable cost, provide You with such assistance as You may reasonably require, and within the timescales reasonably specified by You, to enable You to respond.
  7. We shall not transfer or permit any transfer of personal data to any third party unless You provide your prior written consent or as required by law.

Warranties

  1. Each party represents warrants and undertakes that:
    1. it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and
    2. it shall comply with all applicable Legislation in the performance of its obligations under this agreement.
  2. We warrant to You that the Services supplied or licensed by it under this agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable part(s) of specifications published by the Company.
  3. By logging in or using The Service in any way, You represent and warrant that:
    1. You have been duly authorised to use The Service by Us or by a bona fide Subscriber of The Service and such authorisation has not been terminated for any reason.
    2. If such authorisation is subject to payment of a subscription or fee, then such subscription or fee has been paid.
    3. You will not allow any party to have access to The Service or a location in The Service for which such party is not authorised.
    4. User’s use of The Service does not violate any applicable law or regulation.
    5. Your personal information in The Service is accurate and up-to-date.
    6. You will keep Username, Password and any relevant security information confidential and will notify Us if You suspects any unauthorised use.
    7. You are solely responsible for any and all use of The Service using the Your details and information.
    8. You will not use The Service in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will You authorise or permit any other party to do so.

Indemnity

You shall indemnify Us and keep Us indemnified and held harmless from and against any breach by You of this Agreement and any claim brought against Us by a third party resulting from the provision of The Service to You and including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of Your breach or non-observance of any of the terms of this Agreement including if any of Your Content posted on the Our Websites or through The Service causes Us to be liable to another party.

Limitation of Liability

  1. The following provisions set out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:
    1. any breach of this agreement; and
    2. any representation, statement or tortious act or omission (including without limitation negligence) arising under or in connection with this agreement.
  2. Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute or common law including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are, to the fullest extent permitted by law, excluded from this agreement.
  3. Nothing in this agreement excludes the Our liability for:
    1. for death or personal injury caused by Our negligence; or
    2. for fraud or fraudulent misrepresentation.
  4. We shall not be liable for:
    1. loss of profits; or
    2. loss of business; or
    3. depletion of goodwill or similar losses; or
    4. loss of anticipated savings; or
    5. loss of goods; or
    6. loss of use; or
    7. loss or corruption of data or information howsoever caused; or
    8. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
    9. any any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorised access to, or alteration of any Content, howsoever caused, that You may upload to The Service; or
    10. the accuracy, or otherwise, of information in The Service, or on other websites that may be accessed or referenced through the Service; or
    11. Your conduct.
  5. We shall during the term of this Agreement maintain cyber liability, privacy liability, system business interruption, professional indemnity and loss mitigation insurance cover in respect of its liabilities arising out of or connected with this Agreement, such professional indemnity and cyber liability cover to be to a minimum value of £2,000,000 and with a reputable insurance company.
  6. Our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount actually paid by You to Us under this agreement in the 6 months preceding the date on which the claim arose.
  7. In the event of any breach of Our warranty under this Limitation of Liability clause (whether by reason of defective materials, production faults or otherwise) Your sole remedy and Our only obligation and liability to You shall be for Us to:
    1. replace the Service in question; or
    2. at Our option, repay any price paid for the Service.

Term and Termination

  1. This agreement shall commence on the Effective Date and shall continue for a period of one year (the “Initial Term”), unless otherwise terminated as provided in this agreement. This agreement shall continue indefinitely after the Initial Term unless and until either party notifies the other in writing that it wishes to terminate the agreement, giving the other at least six months notice, such notice ending at any time after the end of the Initial Term.
  2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the agreement without liability to the other if:
    1. the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach; or
    2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
    3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
    4. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
    5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
    6. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
    7. the other party ceases, or threatens to cease, to trade.
  3. Without prejudice to any other rights or remedies to which We may be entitled, We may terminate the agreement without liability to You if:
    1. there is a change of Control of You; or
    2. You challenge or dispute the validity of any of Our Intellectual Property Rights; or
    3. You purport to assign any of Your rights or obligations under this agreement without Our prior written consent; or
    4. You fail to make payment in full within the appointed time to Us for invoices due and being advised in writing of such failure does not make payment in full within 28 days of being advised.

Effects of Termination

  1. Upon termination or expiry of this agreement for any reason:
    1. You shall stop using the Services and the licence granted under the Licence clause will terminate immediately;
    2. Unless otherwise agreed in writing by the Parties, We shall continue to hold all Content uploaded by You, and Your Users for a period of three months from termination. We shall then be entitled to delete the Content from all storage locations within a further 28 days; and
    3. You shall promptly return to Us, or otherwise dispose of as We may instruct, all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to or created by You and relating to Our business (other than correspondence which has passed between the parties) which You may have in Your possession or under Your control; and
    4. The accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced;
    5. Subject to the foregoing provisions of this Effects of Termination clause, all rights and licences of You under this agreement shall terminate.
  2. The termination of this agreement shall not of itself give rise to any liability on the part of Us to pay any compensation to You for loss of profits or goodwill, to reimburse You for any costs relating to or resulting from such termination, or for any other loss or damage.
  3. In the event of termination following breach by Us under the Limitation of Liability clause, and in the event that You cannot procure a replacement provider at no additional charge for the Services, We shall refund You for the unexpired portion of any annual subscriptions already paid pro-rata for every full month remaining, offset by any other amounts due from You to Us.
  4. In the event of termination by You, whether by breach of this Agreement, or without cause, under this Effects of Termination clause, You shall waive any and all entitlement to refund of the unexpired portion of any licenses.

Force Majeure

  1. A party, provided that it has complied with the provisions of the Effects of Termination clause, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement (and, subject to paragraph 3 of the Effects of Termination clause, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event).
  2. In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.
  3. If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate this agreement by giving 28 days’ written notice to the other party. On expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

Non-Waiver

  1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

Severance

  1. If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
  2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Amendments

We may modify this Agreement from time to time and such modification shall be effective upon posting by Us on Our Website(s). If You do not agree with such modification You should cease using The Service. You agree to be bound to any changes to this Agreement when using The Service after the modification has been posted. It is therefore important that You review this Agreement regularly to ensure You are updated as to any changes.

Assignment

  1. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement (except that Our consent shall not be unreasonably withheld in respect of any assignment, transfer or subcontract to any of Your related companies).
  2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement having first informed You of Our intention to do so.

No Agency or Partnership

Nothing in this agreement is intended to or shall operate to create an agency, partnership or joint venture relationship between the parties.

Counterparts

This agreement may be executed by each User completing the registration and/or login process, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.

Third Party Rights

This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

Notices

Any notice under this agreement must be in writing and must 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 email to the other Party to an address as may have been notified by that Party for such purposes.  A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in Normal 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 will 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 email shall be deemed to have been received at the time of transmission.

Governing Law and Jurisdiction

  1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
  2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

Headings

Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

Entire Agreement

Except where expressly acknowledged by Us in a prior dated agreement between You and Us, these terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between the parties relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to this Agreement, You confirm that You have not relied on any representation other than those expressly stated in this Agreement and You agree that You have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.