Customer Terms and Conditions

This page sets out the terms of business on which we supply any of the Products and/or Services referred to on our website at https://www.symantiq.com/ (“Our Website”) to you. You should read these terms of business carefully and in full before using, or ordering, any Products and/or Services on Our Website (references to Our Website shall include any desktop or mobile or other device application which we might make available). By using or ordering any of our Products or Services, you agree to be bound by these terms and conditions.

Please use the method indicated on the relevant page of Our Website to indicate that you accept them. If you do not accept these terms and conditions, you are not permitted to use or order any Products or Services on Our Website.

Our Website is a website operated by Symantiq Limited of International House, 24 Holborn Viaduct, London, United Kingdom, EC1A 2BN and referred to throughout these terms and conditions as “the Supplier”, “we” or “us” or similar.

1. Application of Terms and Conditions

1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the accepted order which shall be subject to these Terms and Conditions; and

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Terms used throughout

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings

‘Content’ means, amongst other things: any text, images, sounds, videos or other materials of whatever nature on Our Website or the Dashboard.

‘Dashboard’ means the software developed by us to assist the customer in reviewing data obtained from the Symantiq tiles.

‘Symantiq tiles’ means the tiles with QR codes on them to be placed in customer shops to get feedback via voice or text.

‘Products’ means any products related to our services that we provide as set out on Our Website.

‘Services’ means any or all of the services available from Our Website.

Unless the context otherwise requires, each reference in these Terms and Conditions to:

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

“these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

a Schedule is a schedule to these Terms and Conditions; and

a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

Words imparting the singular number shall include the plural and vice versa.

References to any gender shall include the other gender.

3. Basis of Sale and Services

3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between authorised representatives of the Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:

3.3.1 the Supplier’s written acceptance;

delivery of the Goods;

3.3.2 provision of the Services; or

3.3.3 the Supplier’s invoice.

The contract between us comes into existence only when we email you to confirm that we agree to provide to you the Products and/or Services you have ordered. Your payment does not create a contract. If we decline to provide you with the Products and/or Service ordered we shall immediately return your money to your card or other payment method used.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3.5 We may at our sole discretion refuse to provide the Products and/or Services in any country or region that we may see fit.

3.6 Your continued use of our Products and/or Services shall be deemed acceptance by you of any changes to how we provide them or of our systems and/or our terms and conditions.

4. The Goods

4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.

4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly

4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

5. The Services

5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid will provide the Services expressly identified in the accepted order and activation of Symantiqtiles.

5.2 The Supplier will use reasonable care and skill to perform the Services identified in the accepted order.

5.3 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

6. Account

6.1 When you visit Our Website or the Dashboard, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

6.2 You agree that you have provided accurate, up to date, and complete information about your business. We are not responsible for any error made as a result of such information being inaccurate. You may not transfer your account or the right to receive any of the Services to any other person.

7. Prices

7.1 The price of the Goods and Services shall be the price listed on the Supplier’s website current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.

7.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for [30 days] days only or such lesser time as the Supplier may specify.

The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

7.3 Except as otherwise stated under the terms of any accepted order. or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier's charges for packaging and transport.

7.4 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

7.5 If, in error, we have under-priced an item, we will not be liable to supply the Product or Service to you at the stated price.

8. Payment

8.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.

8.2 The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 10 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

8.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

8.4 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 8.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.

8.5 At expiry of any annual subscription and automatic, we shall automatically take payment from your direct debit (normally this is the only method of payment permitted for subscriptions which are paid for periods of less than 1 year), credit card or other payment method of the sum specified on Our Website to renew, if not cancelled in accordance with clause 6.

9. Specific Products and Services

9.1 Annual subscriptions are available to access the Dashboard and to use the Symantiq tiles (“Symantiq Subscription”).

9.2 Each Symantiq Subscription includes 4 Symantiq tiles. Additional tiles are available at the current prices and packages on Our Website. QR codes on Symantiq tiles are our design and include intellectual property rights belonging to us and must not be copied in any way whatsoever.

9.3 The Symantiq Subscription comes with a reasonable allowance of audio minutes to retain feedback, which can be limited at our absolute discretion.

9.4 If multiple locations are used in one Symantiq Subscription, you must inform us of the locations and which Symantiq tiles are in which location, so we can provide you with information in the Dashboard relating to each location. Symantiq tiles cannot be provided, shared, transferred or given to third parties to access, view or use.

9.5 In relation to the provision of the Symantiq Subscription or the Staff Subscription, there shall be an initial minimum three month subscription and then the service shall continue to be automatically renewed on a annual basis unless we have received from you a written notice of non-extension at least 30 days prior to the end of the initial term, which can only take effect at the end of the initial term. No full or partial refunds of any payments already made shall be given.

9.6 The software in Our Website, applications and in the Dashboard is owned by us and the intellectual property rights are not assigned or licenced in any way to you (other than as expressly stated herein) and the customer shall not attempt to copy, reproduce, distribute, modify, adapt, reverse engineer or extract the source, object or other code from any such software.

9.7 All information, data and intellectual property rights of whatever nature relating to the Dashboard or contained within the Dashboard is owned by us and you are provided with a non-transferrable, non-exclusive licence to view and use the same whilst you have a current subscription with us. Access to use or view the Dashboard and the information contained within cannot be given to parties other than the customer and in relation to the customer, only those persons who are employed by the customer and which it is strictly necessary for them to view it as part of their employment with the customer.

10. Delivery and Performance

10.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the accepted order. or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.

10.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.

10.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.

10.4 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the accepted order. provide the Services expressly identified in the accepted order.

11. Non-Delivery of Goods and Services

11.1 If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:

11.1.1 if the Supplier delivers the Goods and/or provides the Services at any time thereafter the Supplier shall have no liability in respect of such late delivery; or

11.1.2 if the Customer gives written notice to the Supplier within 5 Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 5 Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided.

12. Risk and Retention of Title

12.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

12.1.2 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;

12.1.3 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or

12.1.4 in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.

12.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.

12.3 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

12.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

12.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements.

12.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:

12.6.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

12.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

12.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

12.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

13. Assignment

13.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.

13.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

14. Defective Goods

14.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 5 Business Days of such delivery, the Supplier shall at its option:

14.1.1 replace the defective Goods within [5] Business Days of receiving the Customer’s notice; or

14.1.2 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

14.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.

14.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

14.4 Goods, other than defective Goods returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.

14.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

15. Customer's Default

15.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

15.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;

15.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

15.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

15.2 This condition applies if:

15.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

15.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

15.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

15.2.4 the Customer ceases, or threatens to cease, to carry on business; or

15.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

15.3 If sub-Clause 15.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. Data Protection

16.1 You accept to only use and/or process any personal data received from the Symantiq tiles or any other data on the Dashboard for the intended purposes and not to share those details with any third party.

16.2 It is important you keep that information secure and confidential and use it only for the purpose for which it was provided and with the consent of the individual.

16.3 We are the data controller for data protection purposes and you may be considered to be a data processor. You must comply with your obligations with all data protection laws in such circumstances.

16.4 You agree to comply with UK and EU GDPR legislation when storing, processing, and transferring personal information and:

16.4.1 You will protect the data and ensure that it is stored securely.

16.4.2 You will only process data for the purpose for which it was provided.

16.4.3 You will assist with subject access requests and potential removal or correction of data.

16.4.4 You understand that breaches could incur severe financial penalties for yourself, for us and for any other third parties involved.

16.4.5 You understand that this duty of confidentiality is indefinite and continues after the expiry or termination of your subscription or any contract with us.

17. Payment Security

We take care to make Our Website safe for you to use.

17.1 We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

17.2 If you have asked us to remember your credit card details for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic annual payments or other transactions which you have initiated.

18. Use of Our Website

18.1 If you violate Our Website, we may take legal action against you.

18.2 You now agree that you will not, and will not allow any other person to:

18.2.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

18.2.2 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

18.2.3 download any part of Our Website, without our express written consent;

18.2.4 collect or use any product listings, descriptions, or prices;

18.2.5 collect or use any information obtained from or about Our Website or the Content except as agreed or intended by the subscription you have;

18.2.6 share with a third party any login credentials to Our Website or the Dashboard.

19. Disclaimers and limitation of liability

19.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

19.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

19.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the supplier, arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.

19.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

19.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

19.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:

19.6.1 for death or personal injury caused by the Supplier’s negligence;

19.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

19.6.3 for fraud or fraudulent misrepresentation.

19.7 Subject to the remaining provisions of this Clause 19:

19.7.1 the Supplier’s total 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 the Contract shall be limited to the Contract Price; and

19.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

19.8 All implied conditions, warranties and terms are excluded from all contracts subject to these terms and conditions. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

19.9 We make no representation or warranty that the Products and/or Services will be:

19.9.1 useful to you;

19.9.2 of satisfactory quality;

19.9.3 fit for a particular purpose;

19.9.4 available or accessible, without interruption, or without error.

19.10 We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

19.11 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.

19.12 We shall not be liable to you for any loss or expense which is:

19.12.1 indirect or consequential loss; or

19.12.2 economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.

19.13 This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999), as well as to us.

20. Confidentiality

20.1 Each Party undertakes that, except as provided by sub-Clause 20.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 5 years after its termination:

20.1.1 keep confidential all Confidential Information;

20.1.2 not disclose any Confidential Information to any other person;

20.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

20.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

20.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 20.1.1 to 20.1.4 above.

20.2 Either Party may:

20.2.1 disclose any Confidential Information to:

20.2.1.1 any sub-contractor or supplier of that Party;

20.2.1.2 any governmental or other authority or regulatory body; or

20.2.1.2 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 20.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 20, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

20.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

20.3 The provisions of this Clause 20 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

21. Communications

21.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

21.2 Notices shall be deemed to have been duly given:

21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

21.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

21.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

21.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

22. Term of agreement and termination

22.1 All contracts subject to these terms and conditions shall operate for the period for which you have subscribed to receive the Services (subject to any minimum term).

22.2 We may terminate a contract subject to these terms and conditions at any time with immediate effect by sending you notice to that effect by email, should you:

22.2.1 be unable to meet your obligations or your breach these terms and conditions; or

22.2.2 take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

22.2.3 you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;

and in any of those cases, any monies owing from you to us shall become immediately payable.

22.3 Termination by either party shall have the following effects:

22.3.1 your right to use the Products and/or Services immediately ceases;

22.3.2 your right to access the Dashboard and any information within it shall immediately cease;

22.3.3 there shall be no re-imbursement in whole or partially, or credit given.

23. Interruption to Services

23.1 If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.

23.2 You acknowledge that the Services may also be interrupted for many reasons beyond our control.

23.3 You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

24. Indemnity

You agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:

24.1 any act, neglect or default of yours in connection with this agreement or your use of the Products and/or Services;

24.2 your breach of this agreement;

24.3 your failure to comply with any law;

24.4 a claim arising from your use of the Products and/or Services (including a claim against us by any of your staff or customers).

25. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

26. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

27. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.

28. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

29. Law and Jurisdiction

29.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

29.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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