STRINGER SUBSCRIPTION TERMS

Version 1 -  20/06/2020


 

1.             DEFINITIONS AND INTERPRETATION

1.1          The definitions and rules of interpretation in clause 1 apply to these terms:

Aggregated Statistics

data and information relating to Customer's use of the Services that is used by Supplier in an aggregate and anonymised manner, including compilation of statistical and performance information and reports relating to the provision, operation and content of the Services (including anonymised Customer Data).

Authorised Users

those employees, agents and independent contractors of Customer who are authorised by Customer to use the Services and the Documentation, and for whom access to the Services has been purchased by Customer.

Confidential Information

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures

as defined in the Data Protection Legislation.

 

Customer

the person or organisation registering on the Website to use the Services.

Customer Data

other than Aggregated Statistics, the data inputted by Customer, Authorised Users, or Supplier on Customer's behalf for the purpose of using the Services or facilitating Customer's use of the Services.

Data Protection Legislation

the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Documentation

the document(s) made available to Customer by Supplier online via the Website or such other web address notified by Supplier to Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date

the date notified by Supplier to Customer by email or electronically as the start date for the Subscription Term following acceptance of Customer's request to access the Services and the Customer's successful payment of the Subscription Fees.

Initial Subscription Term

the initial term of access to the Services as selected by Customer when registering on the Website.

Normal Business Hours

9.00 am to 5.00 pm local UK time, each Monday to Friday (excluding public or bank holidays within the UK).

Policies

Supplier's business policies (if any) applicable to the use of the Services available to registered users of the Services, as amended by notification to Customer from time to time.

Renewal Period

the period described in clause 14.1.

Services

the subscription services provided by Supplier to Customer under these terms via the Website, as more particularly described in the Documentation.

Software

the online software applications provided by Supplier as part of the Services.

Subscription

the subscription purchased by Customer pursuant to clause 9.1 which entitles Authorised Users to access and use the Services and the Documentation in accordance with these terms.

Subscription Fees

the subscription fees payable by Customer to Supplier for the Subscription, as set out on the Website.

Subscription Term

has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Supplier

means JVCStringer at info@stationit.com.

Support Services Policy

the provision of such remote support in relation to the Services as may be agreed by Supplier upon request by Customer from time to time or as may be set out for registered users of the Website from time to time.

UK Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

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.

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Website

 https://www.jvcstringer.co.uk or  such other website address as may be notified to Customer from time to time.

1.2          A person includes an individual, corporate or unincorporated body (whether or not havi ng separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.3          A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4          A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms under that statute or statutory provision.

1.5          A reference to writing or written includes faxes but not e-mail. However, day-to-day communications relating to the Services and Website may be conducted by e-mail or electronically.

2.             subscription

2.1          S ubject to Customer purchasing the Subscription in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms, Supplier hereby grants to Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for Customer's internal business operations and for the scope of use granted as part of its Subscription.

2.2          In relation to the use of the Services, Customer undertakes that:

2.2.1             it shall not use the Services for any purposes beyond the scope of use granted as part of its Subscription or otherwise than for its internal business operations;

2.2.2             all and any use of the Services is subject to these terms, which Customer shall make known to Authorised Users;

2.2.3             the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of permitted under the Subscription it has purchased;

2.2.4             each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed regularly and that each Authorised User shall keep their password confidential;

2.2.5             it shall permit Supplier or Supplier's designated auditor to audit the Services and Supplier's data processing facilities to audit compliance with these terms. Each such audit may be conducted no more than once per quarter, at Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer's normal conduct of business;

2.2.6             if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Supplier's other rights, Customer shall promptly disable such passwords and Supplier shall not issue any new passwords to any such individual; and

2.2.7             if any of the audits referred to in clause 2.2.5 reveal that Customer has underpaid Subscription Fees to Supplier or is using the Services beyond the scope of its Subscription, then without prejudice to Supplier's other rights, Customer shall pay to Supplier an amount equal to such underpayment as calculated in accordance with the prices set out on the Website within 14 days of the date of the relevant audit.

2.3          Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property; and Supplier reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer's access to any material that breaches the provisions of this clause.

2.4          Customer shall not:

2.4.1             except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:

(a)     attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b)     attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2             access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.3             use the Services and/or Documentation to provide services to third parties otherwise than as permitted in the Documentation; or

2.4.4             subject to clause 15.7 , license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.4.5             attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

2.4.6             introduce or permit the introduction of, any Virus or Vulnerability into Supplier's network and information systems.

2.5          Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Supplier.

2.6          The rights provided under this clause 2 are granted to Customer only, and shall not be considered granted to any subsidiary or holding company of Customer.

3.             CHANGE TO subscription

3.1          Subject to clause 3.2 and clause 3.3 , Customer may, from time to time during any Subscription Term, purchase an upgraded Subscription and Supplier shall grant access to the Services and the Documentation for such upgraded Subscription in accordance with these terms.

3.2          If Customer wishes to purchase an upgraded Subscription, Customer shall notify Supplier in writing or by email. Supplier shall evaluate such request for an upgraded Subscription and respond to Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where Supplier approves the request, Supplier shall activate the upgraded Subscription within 24 hours of its approval of Customer's request and Customer's successful payment of the relevant fees in accordance with clause 3.2.

3.3          If Supplier approves Customer's request to purchase an upgraded Subscription, Customer shall, pay to Supplier the relevant fees for such an upgraded Subscription as set out on the Website and, if such upgraded Subscription is purchased by Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4.             S ervices

4.1          Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to Customer on and subject to the terms of these terms.

4.2          Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

4.2.1             planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

4.2.2             unscheduled maintenance performed outside Normal Business Hours, provided that Supplier has used reasonable endeavours to give Customer at least 6 Normal Business Hours' notice in advance.

4.3          Supplier will, as part of the Services and in consideration of the Subscription Fees, provide Customer with Supplier's standard customer support services during Normal Business Hours in accordance with Supplier's Support Services Policy in effect at the time that the Services are provided.  Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. 

5.             Customer data

5.1          Customer shall own all right, title and interest in and to all of Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.2          Supplier shall provide daily backups for Customer Data and hold the same on a separate server from that hosting the Services, or provide such other comparable procedures as Supplier may implement in its sole discretion from time to time. In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy against Supplier shall be for Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Supplier in accordance with its then current backup procedure. Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.9).

5.3          Supplier shall, in providing the Services, implement reasonable and appropriate measures designed to help Customer secure Customer Data against accidental or unlawful loss, access or disclosure.

5.4          Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

5.5          The parties acknowledge that:

5.5.1             if Supplier processes any personal data on Customer's behalf when performing its obligations under these terms, Customer is the controller and Supplier is the processor for the purposes of the Data Protection Legislation ;

5.5.2             the Services shall enable processing of personal data obtained by Customer from its customers in order to for Customer to provide racket stringing services to those customers and manage their requirements for such services. Data held may include contact details, stringing preferences, racket types and such other data as the Services may be configured to hold from time to time about Customer's customers. Such personal data shall be held by Supplier for the Subscription Term and thereafter in accordance with clause 14.2.4;

5.5.3             the personal data may be transferred or stored outside the country where Customer and the Authorised Users are located in order to carry out the Services and Supplier's other obligations under these terms but only in accordance with clause 5.7.2.

5.6          Without prejudice to the generality of clause 5.4 , Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Supplier for the duration and purposes of these terms so that Supplier may lawfully use, process and transfer the personal data in accordance with these terms on Customer's behalf.

5.7          Without prejudice to the generality of clause 5.4 , Supplier shall, in relation to any personal data processed in connection with the performance by Supplier of its obligations under these terms:

5.7.1             process that personal data only on the documented written instructions of Customer (which shall be taken to mean processing as may be reasonably required to provide the Services) unless Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Supplier is relying on Applicable Laws as the basis for processing personal data, Supplier shall promptly notify Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Supplier from so notifying Customer;

5.7.2             not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(a)     Customer or Supplier has provided appropriate safeguards in relation to the transfer;

(b)     the data subject has enforceable rights and effective legal remedies;

(c)      Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d)     Supplier complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the personal data;

5.7.3             assist Customer, at Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5.7.4             notify Customer without undue delay on becoming aware of a personal data breach;

5.7.5             at the written direction of Customer, delete or return personal data and copies thereof to Customer on termination of these terms unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

5.7.6             maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and promptly inform Customer if, in the opinion of Supplier, an instruction infringes the Data Protection Legislation.

5.8          Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

5.9          Customer consents to Supplier appointing third-party processors of personal data under these terms as may be required from time to time to provide the Services. Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between Customer and Supplier, Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.

5.10       Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these terms).

6.             Third party providers

Customer acknowledges that the Services may require, enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Supplier.  Supplier recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.             S upplier's obligations

7.1          Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2          The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Supplier's instructions, or modification or alteration of the Services by any party other than Supplier or Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1

7.3          Supplier:

7.3.1             does not warrant that:

(a)     Customer's use of the Services will be uninterrupted or error-free; or

(b)     that the Services, Documentation and/or the information obtained by Customer through the Services will meet Customer's requirements; or

(c)      the Software or the Services will be free from Vulnerabilities;

7.3.2             is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4          These terms shall not prevent Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

7.5          Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.

8.             Customer's obligations

Customer shall:

8.1          provide Supplier with:

8.1.1             all necessary co-operation in relation to these terms; and

8.1.2             all necessary access to such information as may be required by Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

8.2          shall comply with the Policies ;

8.3          without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;

8.4          carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the parties, Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.5          ensure that the Authorised Users use the Services and the Documentation in accordance with these terms and shall be responsible for any Authorised User's breach of these terms;

8.6          obtain and shall maintain all necessary licences, consents, and permissions necessary for Supplier, its contractors and agents to perform their obligations under these terms, including without limitation the Services;

8.7          ensure that its network and systems comply with the relevant specifications provided by Supplier from time to time; and

8.8          be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet.

9.             Charges and payment

9.1          Customer shall pay the Subscription Fees to Supplier for the Subscription in accordance with this clause 9.

9.2          Customer shall on the Effective Date provide to Supplier's selected payment services provider valid, up-to-date and complete debit or credit card details and any other relevant valid, up-to-date and complete contact and billing details and Customer hereby authorises Supplier's selected payment services provider to bill such card :

9.2.1             on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

9.2.2             subject to clause 14.1 , on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.

9.3          If Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of Supplier:

9.3.1             Supplier may, without liability to Customer, disable Customer's password, account and access to all or part of the Services and Supplier shall be under no obligation to provide any or all of the Services while the Subscription Fees concerned remain unpaid; and

9.3.2             interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Lloyds Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4          All amounts and fees stated or referred to in these terms:

9.4.1             shall be payable in pounds sterling;

9.4.2             are, subject to clause 13.3.2, non-cancellable and non-refundable;

9.4.3             are exclusive of value added tax, which shall be added to Supplier's invoice(s) at the appropriate rate.

9.5          If, at any time whilst using the Services, Customer exceeds the amount of disk storage space specified in the Documentation, Supplier shall notify Customer by email or electronically whether such excess storage shall be permitted without additional charge or whether Customer shall be required to purchase an upgraded Subscription in accordance with clause 3.

9.6          Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of any additional Subscription purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to Customer.

10.           Proprietary rights

10.1       Customer acknowledges and agrees that Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these terms do not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2       Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.

10.3        Notwithstanding anything to the contrary in these terms, Supplier may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Supplier and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Supplier. Customer acknowledges that Supplier may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Supplier may (i) use Aggregated Statistics to improve and develop the Services: (ii) make Aggregated Statistics commercially available to purchase and use by third parties; and (ii) use and/or make publically available Aggregated Statistics to the extent and in any manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information or any customers of Customer.

11.           Confidentiality

11.1       Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms.  A party's Confidential Information shall not be deemed to include information that:

11.1.1           is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2           was in the other party's lawful possession before the disclosure;

11.1.3           is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4           is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2        Subject to clause 11.4 , each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these terms.

11.3       Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms.

11.4       A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4 , it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5       Customer acknowledges that details of the Services, Aggregated Statistics and the results of any performance tests of the Services constitute Supplier's Confidential Information.

11.6       Supplier acknowledges that Customer Data is the Confidential Information of Customer.

11.7       No party shall make, or permit any person to make, any public announcement concerning these terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.8       The above provisions of this clause 11 shall survive termination of these terms, however arising.

12.           CUSTOMER Indemnity

12.1       Customer shall defend, indemnify and hold harmless Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer's use of the Services and/or Documentation, provided that:

12.1.1           Customer is given prompt notice of any such claim;

12.1.2           Supplier provides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer's expense; and

12.1.3           Customer is given sole authority to defend or settle the claim.

13.           Limitation of liability

13.1       Except as expressly and specifically provided in these terms:

13.1.1           Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use. Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supplier by Customer in connection with the Services, or any actions taken by Supplier at Customer's direction;

13.1.2           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 these terms; and

13.1.3           the Services and the Documentation are provided to Customer on an "as is" basis.

13.2       Nothing in these terms excludes the liability of Supplier:

13.2.1           for death or personal injury caused by Supplier's negligence; or

13.2.2           for fraud or fraudulent misrepresentation.

13.3        Subject to clause 13.1 and clause 13.2:

13.3.1           Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and

13.3.2           Supplier's 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 these terms and any alleged infringement of any patent, copyright, trade mark, database right or right of confidentiality shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.

14.           Term and termination

14.1       These terms shall, unless otherwise terminated as provided in this clause 14 , commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these terms shall be automatically renewed for successive periods equal to the Initial Subscription Period (that is a monthly Subscription shall renew on a monthly basis and a yearly Subscription shall renew for a further year) (each a Renewal Period ), unless:

14.1.1           either Customer effects a cancellation of its Subscription Fees with Supplier's selected payment services provider or requests Supplier to do so before the end of the Initial Subscription Term or any Renewal Period, in which case these terms and access to the Services shall terminate at the end of the month in which cancellation was effected without any refunds of pre-paid Subscription Fees being due to Customer; or

14.1.2           otherwise terminated in accordance with the provisions of these terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2       Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:

14.2.1           the other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;

14.2.2           the other party commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

14.2.3           the other party repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;

14.2.4           the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its 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;

14.2.5           the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

14.2.6           the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under these terms has been placed in jeopardy.

14.3        On termination of these terms for any reason:

14.3.1           all licences granted under these terms shall immediately terminate and Customer shall immediately cease all use of the Services and/or the Documentation;

14.3.2           each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

14.3.3           Supplier may destroy or otherwise dispose of any of Customer Data in its possession in accordance with clause 5.7.5 , unless Supplier receives, no later than 14 days after the effective date of the termination of these terms, a written request for the delivery to Customer of the then most recent back-up of Customer Data. Supplier shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Supplier in returning or disposing of Customer Data; and

14.3.4           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 these terms which existed at or before the date of termination shall not be affected or prejudiced.

15.           GENERAL

15.1       Supplier shall have no liability to Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Customer is notified of such an event and its expected duration.

15.2       If there is an inconsistency between any of the provisions in the main body of these terms and any documents referred to in it, the provisions in these terms shall prevail.

15.3        These terms may be varied by Supplier from time to time at its discretion but any varied terms shall only become effective for Customer on the first day of the next Renewal Period (unless otherwise required by applicable law or regulation or order of a body of competent jurisdiction).

15.4       No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.5       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.

15.6       If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms. If any provision or part-provision of these terms is deemed deleted under clause 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7       Customer shall not, without the prior written consent of Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms. Supplier 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 these terms.

15.8       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).

15.9       These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.           Entire agreement

16.1        These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

17.           Notices

17.1       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, in the case of Supplier as set out on the Website or in the case of Customer as provided upon registration for the Website, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number.

17.2       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 9am on the second business day after posting. A notice sent by fax or email shall be deemed to have been received at the time of transmission (or if delivery is not in business hours, at 9 am on the first business day following transmission).

18.           Governing law AND JURISDICTION

These terms and any dispute or claim arising out of or in connection with them or their 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. 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 these terms or its subject matter or formation (including non-contractual disputes or claims).