SPICE Framework Terms and Conditions

Our terms

These terms
1. What these terms cover. These are the terms and conditions on which Innovation People Limited (“Supplier” “we”, “our”, or “us”) supply Services to you, the Customer.
2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide our Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
Information about us and how to contact us
1. Who we are. We are Innovation People Limited a company registered in England and Wales. Our company registration number is 06604200 and our registered office is at 5 College Terrace, Pontefract, WF7 7LB. Our registered VAT number is 179210308. We operate an online platform located at www.spiceframework.com (our website).
2. How to contact us. You can contact us by telephoning our customer service team at 0113 733 2589 or by writing to us at [email protected] or 5 College Terrace, Pontefract, WF7 7LB
3. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or when you register through our website.
4. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Definitions
1. The definitions and rules of interpretation in this clause apply in these Terms.Authorised Users: you or if you are a business those employees, agents and independent contractors who are authorised by you to use the Services and the Supplier Materials, as further described in clause 7.Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.Customer: any business or consumer that purchases Services from our website also referred to as “you” and “your” in these Terms.Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.Supplier Materials: the, digital content, software, online platform, applications, documents, materials, reports, content and information (including any Intellectual Property Rights therein) made available to you by us in connection with the provision of the Services.
  GDPR: the General Data Protection Regulation ((EU) 2016/679)
  
  Initial Subscription Term: the initial term of the Contract being 30 days from the Commencement Date.
  
  Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (source and object code), database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  Our website: the website located at www.spiceframework.com.
  
  Services: digital products including software products, services and/or subscription services accessed via our online platform or otherwise, which are purchased from our website and provided under these Terms, as set out in the order and confirmed in the Order Confirmation.
  
  Subscription Fee: the subscription fees payable by you to us for the subscription Services as set out in the order and Order Confirmation.
  
  Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  
  Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Our contract with you
1. Our contract. These Terms apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Language. These Terms and the Contract are made only in the English language. You should print off a copy of these Terms or save them to your computer for future reference.
3. Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on our website. Each order is an offer by you to buy the Services specified in the order subject to these Terms. Where a bespoke package is required please contact us so that we can discuss your requirements and provide a tailored order for you.
4. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
5. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 4.6.
6. How we will accept your order. Our acceptance of your order will take place when we email you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
7. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the product, we will refund you the full amount.
8. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
Cancelling your order and obtaining a refund
1. You have a right to cancel your subscription to the SPICE Personal bundle of applications as a free service at any time.
2. For subscriptions related to SPICE Framework products and services, that are charged a Subscription Fee at any rate, you may cancel an order within 14days of its confirmation by us within the Initial Subscription Term.
3. For cancellation of subscriptions relating to periods subsequent to the Initial Subscription Term, you will be liable for payment of a Subscription Fee paid for the whole of the Subscription Term to which it applies.
4. In accordance with 5.2 you may cancel the Contract and receive a refund, if you notify us as set out in 6.2 within 14 days of your receipt of the Order Confirmation and within the Initial Subscription Term.
5. Where the product or service you have ordered is purchased through the SPICE Marketplace and potential third party suppliers, different cancellation and refund terms and conditions may apply and you must refer in all instances to such terms and conditions.
6. To cancel the Contract under clause 5.1, you can email us at [email protected] or by post to 5 College Terrace, Pontefract, WF7 7LB
7. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
Our Services
1. Descriptions and illustrations. Any descriptions or illustrations on our website are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.
2. Compliance with specification. Subject to our right to amend the specification (see ) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects and in accordance with the provisions of 6.3 herein.
3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. We shall be entitled to modify the features and functionality of the Services as part of its ongoing development of the Services. The Supplier shall use reasonable endeavours to ensure that any such modification does not adversely affect your use of the Services.
4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
Authorised Users
1. Subject to the you complying with the Terms and the restrictions set out in this clause 7, we hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.
2. Each Authorised User will be provided with a user ID and password to access your account on our online platform. You agree not to and procure that your Authorised Users shall not allow any third party to access your account by using a designated user ID and/or password. You agree to and procure that your Authorised Users shall safeguard designated user ID, passwords and accounts so as not to enable any third party to access the Services. You are entirely responsible for failure to safeguard designated user ID, passwords and accounts and allowing any other person or entity unauthorised to access the Services. You agree to notify us immediately of any unauthorised use of your account or the Services.
3. You agree that we shall not be liable for any loss that results from the unauthorised use of your designated user ID, password and/or account, either with or without your knowledge.
4. In relation to the Authorised Users, you undertake that:
  1. you will ensure only your current Authorised Users have access to or use the Services and/or Supplier Materials and you will inform us immediately so that steps can be taken to ensure that any prior Authorised User no longer has access; and
  2. each Authorised User shall keep a secure password for their use of the Services and Supplier Materials, that such password should be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.
5. You shall not, and shall procure that each Authorised User shall not, access, store, distribute or transmit any Viruses into our online platform, or distribute or transmit any material during use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, age, gender, colour, religious belief, sexual orientation, disability; or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
  7. is not relevant to their auction and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.
6. You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement by us and except to the extent expressly permitted under these Terms:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our online platform and/or Supplier Materials (as applicable) in any form or media or by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the online platform; or
  3. access all or any part of the Services and Supplier Materials in order to build a product or service which competes with the Services and/or the Supplier Materials; or
  4. use the Services and/or Supplier Materials to provide services to third parties; or
  5. subject to clause 7.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Supplier’s Materials available to any third party except other Authorised Users; or
  6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Supplier’s Materials, other than as provided under this clause 7.
7. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Supplier Materials and, in the event of any such unauthorised access or use, shall promptly notify us.
8. The rights provided under this clause 7 are granted to you, and in the case of a business shall not be considered granted to any subsidiary or holding company.
9. You shall be entirely responsible and liable for the use by each Authorised User of the Services and shall ensure that each Authorised User is aware of and complies with these Terms.
Data protection
1. We shall comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, our obligations under the Data Protection Legislation.
2. You will ensure that you have obtained and will maintain in place all necessary, valid and appropriate permissions, consents and notices for any individual, being a Data Subject, to enable lawful transfer to, use and processing by the Supplier of their Personal Data and/or Special Category Data (as defined in the Data Protection Legislation) in accordance with Data Protection Legislation for the duration and purposes of the Contract.
3. We shall use any personal information provided by you to:
  1. provide the Services;
  2. process your payment for the Services; and
  3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
4. Further details of how we will process personal information are set out in our Privacy Policy the terms of which are incorporated into this Contract.
Your obligations
1. You shall:
  1. ensure that the terms of the order are complete and accurate;
  2. provide us with all necessary co-operation in relation to these Term and all necessary access to such information and materials as may be required by us in order to provide the Services and ensure that all such information and materials are accurate in all material respects;
  3. comply with all applicable laws and regulations with respect to your activities under these Terms;
  4. carry out all of your responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
  5. ensure that the Authorised Users use the Services and the Supplier Materials in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms; and
2. You shall ensure that any Supplier Materials downloaded from the Services by Authorised Users is only used in accordance with the Terms and is not passed on, resold or shared with any third party without our express prior written consent.
3. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 9.1 (Your Default):
  1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 15 (Termination);
  2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
Charges and payment.
1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this 10. The Charges are the prices quoted on our website at the time you submit your order.
2. If a Charge is for a subscription Service, you shall pay the Subscription Fee to the Supplier for the Service in accordance with these Terms. The Subscription Fee is the price set out on our website at the time you submit your order (or if a bespoke package as otherwise agreed in writing) and confirmed in the Order Confirmation.
3. If you wish to change the scope of the Services after we accept your order (including upgrading the Services during the Subscription Term), and we agree to such change, we will modify the Charges and the Contract will be amended accordingly.
4. Payment for the Services is in advance. In respect of subscription Services we will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.
5. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 10.6 for what happens if we discover an error in the price of the Services you ordered.
6. What happens if we got the price wrong? It is always possible that, despite our best efforts, some of the Services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Service’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Service’s correct price at your order date is higher than the price stated to you, 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 Services at the correct price or cancelling your order. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
7. We shall be entitled to increase the Subscription Fee at any time provided that we shall not be entitled to increase the Subscription Fee more than once in any 12 month period.
8. All online payments made for the Services shall be processed through Stripe or such other payment provider as offered on our website.
9. You can pay for the Services using a debit card or credit card. We accept the following cards: Visa, Mastercard and American Express.
10. We will send to your designated email address an electronic invoice once a payment has been accepted.
11. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12. You shall provide valid, up-to-date and complete credit/debit card details and any other relevant valid, up-to-date and complete contact and billing details. You hereby authorise us to bill such credit/debit card for the Services as agreed. You shall also ensure that all details supplied to us in accordance with this clause 10.12 shall be kept up to date, and any changes will be notified to us as soon as reasonably possible.
13. In the event we are unable to take payment on the agreed date for any reason whatsoever, you hereby authorise us to make further attempts on subsequent days to take payment.
14. If we have not received payment within 7 days after the due date, and without prejudice to any of our other rights and remedies:
  1. we may, without liability to you terminate the Contract immediately and shall be under no obligation to provide access to any or all of the Services;
  2. we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remains unpaid; and
  3. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
15. All amounts and fees stated or referred to in these Terms:
  1. shall be payable in pounds sterling;
  2. are, subject to clause 5 and 14.6 (b), non-cancellable and non-refundable;
  3. unless otherwise stated, are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate. Yes
Proprietary rights
1. You acknowledge and agree we and/or our licensors own all Intellectual Property Rights in the Services (including third party software products) and the Supplier Materials. Except as expressly stated herein, these Terms do not grant you any rights to, or in Intellectual Property Rights in respect of the Services or the Supplier Materials.
2. We agree to grant you (or where applicable procure you the grant of) the necessary rights to use the Services solely for the purpose of receiving and using the Services. You may not sub-license, assign or otherwise transfer the rights granted in this 11.2. In respect of third party software products, we are resellers of such products and you are bound by that third party’s relevant terms and conditions in relation to the licensing and use of such products/services.
3. The Supplier warrants that it has all the rights in relation to the Services, and the Supplier Materials that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
Confidentiality
1. We each undertake that we will not disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 12.2.
2. We each may disclose the other’s confidential information:
  1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 12; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
Disclaimer
1. We use all reasonable endeavours to provide up to date and accurate information in the delivery of the Services. However, you acknowledge and agree that: the Services are not intended to constitute a definitive or complete statement of the law on any subject nor is any part intended to constitute legal advice for any specific situation. The Supplier does not undertake any obligation to consider whether the information provided is either sufficient or appropriate for any particular actual circumstances. The Supplier does not accept any responsibility for action taken as a result of information provided. Specific advice should be taken when dealing with specific situations. Research and development changes over time. Therefore, the Services are advisory in nature, reflecting current best practice at the date of publication, and may not reflect all recent legal or best practice developments arising from any unforeseen or emergency law, regulation, code of practice, statutory instrument or other legislation which may be enacted or comes into force following purchase of Services and may not apply to the specific facts and circumstances encountered by you, your employees, customers and agents or contractors.
Limitation of liability
1. This clause 14 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:
  1. arising under or in connection with these Terms and the Contract;
  2. in respect of any use made by you of the Services and Supplier Materials or any part of them; and
  3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
2. Except as expressly and specifically provided in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in these Terms excludes our liability:
  1. for death or personal injury caused by its negligence;
  2. for fraud or fraudulent misrepresentation; or
  3. any liability that cannot be excluded or limited by law.
4. If you are a Consumer, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. We only supply the Services to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5. If you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with the Contract for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. or pure economic loss; or
  8. for any special, indirect or consequential loss.
6. Subject to clause 14.3: our total aggregate liability in contract, tort (including 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 total Subscription fees paid for the Services during the 12 months immediately preceding the date on which the claim arose. For incidents occurring in the first 12 months of the Contract, an amount equal to the paid and projected Subscription Fees for that period.
Term and termination
1. In respect of subscription Services, this Contract shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Date and shall continue for the duration of the Initial Subscription Term thereafter the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
  1. you notify us, in writing, at least 30 days before the end of the Initial Subscription Term or any renewal Period, in which case the Contract shall terminate at the end of the Initial Subscription Term or Renewal Period; or
  2. we notify you, in writing, giving 30 days’ notice;
  3. otherwise terminated in accordance with these Terms;
    and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. If the Services are one-off services (such as digital products including our software products or third party software products), access to the Services will beginning on the date set out in the order or when you first access the relevant software product or on the date agreed with you during the order process. The completion date for the Services or duration of access to the software product will be as indicated during the order process and/or detailed in the order.
3. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
  4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
4. On termination of the Contract for any reason:
  1. all licences granted under these Terms shall immediately terminate;
  2. you and all of your Authorised Users’ access to the Services will be immediately terminated;
  3. you shall return and make no further use of any equipment, property, Supplier Materials, Intellectual Property Rights and other items (and all copies of them) belonging to us;
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
5. In the event of the Contract being terminated by us under clause 15.3, the balance of the full amount of the Subscription Fees in respect of the Subscription Term shall immediately become due and payable.
Force majeure
We shall have no liability to you under the Contract if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial, trade or labour disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, terrorist attack, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, drought, earthquake or other natural disasters, plague or pestilence, epidemic or pandemic, nuclear, chemical or biological contamination or sonic boom, or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
Variation
No variation of these Terms shall be effective unless it is in writing and signed by you and us (or our respective authorised representatives).
Waiver
If we do not insist that you perform any of your obligations under the Contract, 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.
Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire agreement
1. The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in these Terms.
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 your rights or obligations under the Contract.
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 the Contract.
No partnership or agency
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.
Notices
1. Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received upon receipt of confirmation of receipt from the recipient.
Governing law
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
Complaints
If a problem arises or you are dissatisfied with the Services, please contact us at [email protected].