Frutebowl Terms & Conditions
The Terms and Conditions of use of this website are shown below:
Terms and Conditions of Use Please read these terms and conditions carefully, as they affect your legal rights. Your agreement and the agreement of Your Authorised Users to comply with and be bound by these terms and conditions is deemed to occur on signing of the Contract between both Parties. If You and Your Authorised Users do not agree to be bound by these terms and conditions, You and Your Authorised Users should stop using the Website immediately. 1. CONTENTS 2. DEFINITIONS AND INTERPRETATION 3. BASIS OF THE CONTRACT 4. MEMBERSHIP AND SUBSCRIPTION 5. PROVISION OF SERVICES 6. YOUR OBLIGATIONS 7. INTELLECTUAL PROPERTY 8. PRODUCT, FRUTEBOWL CONTENT, CONTENT, DOCUMENTATION AND ADDITIONAL SERVICES 9. CONTENT AND DATA PROTECTION 10. ADDITIONAL SERVICES 11. CHARGES AND PAYMENT 12. CHANGE MANAGEMENT 13. OUR RIGHTS 14. CONFIDENTIAL INFORMATION 15. INDEMNIFICATION 16. LIMITATION OF LIABILITY 17. TERM 18. SUSPENSION OF SERVICES 19. TERMINATION 20. MISCELLANEOUS 2. OTHER DEFINITIONS AND INTERPRETATION 2.1. In these Terms: "Additional Services" means the additional services provided by Us to You for the creation of Content or administration of the Product and including the Deliverables. "Administrator" means an Authorised User assigned by You to administrate the Product on Your behalf. "Authorised Users" means Your employees, agents, independent contractors, clients and any other third party who are authorised by You to use the Services. "Business Days" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for Business. "Business Hours" means 8 a.m. to 6 p.m., local UK time, on any Business Day. "Charges" means the monthly Membership and any Additional Services payable by You to Us. "Confidential Information" means all information, details and data of any kind in connection with the business or our respective finances including (without prejudice to the generality of the foregoing) information in respect of the management, financial, marketing, business and commercial systems, intellectual property and other rights and arrangements or affairs, its clients or suppliers or other business partners of which the Parties or any of Your employees or officers shall have gained knowledge in the course of or in connection with the performance of the Contract; "Content" means the content built by You or as an Additional Service by Us for You on the Product. "Commencement Date" means the date the Product or Service shall be made available to You. "Creator" means an Authorised User assigned by You to create Content on the Product on the Your behalf. "Deliverables" means the training and learning packages, training materials in various media, delivery of training, consultancy advice and services, mediation services, analyses and reports set out in the Proposal. "Documentation" means the document made available to You and Your Authorised Users on the Product from time to time which sets out a description of the Product and instructions for the use of the Product. "Frutebowl Content" means the content provided by Us and which is available to access through the Product. "Insolvency Event" means circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or undertaking; (ii) passes a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration (or any equivalent order in any jurisdiction); (iii) enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring); (iv) ceases to carry on business; (v) is unable to pay its debts as they become due in the ordinary course of business. "Intellectual Property" means all Our registered or unregistered trademarks, service marks, patents, moral rights, registered designs, utility models, applications for any of the foregoing, copyrights, unregistered designs, the sui generis rights of extraction relating to databases, trade secrets and other confidential information or know-how whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto which is created, brought into existence, acquired, used or intended to be used on the Services or otherwise by You including (without limitation) videos, graphics, code, text products, audio, music and design. "Membership" means the monthly User Subscription charges for a block of licenses to the Product. "Offline" means the Product is not accessible or unavailable to You and Your Authorised Users. "Offline Limit" means Offline up to a maximum of 0.2% in a single calendar month. "Parties" means You and Us "Permissions" means the level of access that the Authorised User has been assigned, by the Administrator, to the Product. "Product" means the custom-built training platform built by Us, on the Website, for You to create and host Your Content and view Frutebowl Content. "Services" the provision of all services under this Contract including the provision of the Additional Services Deliverables, Documentation, Frutebowl Content, Software, Website, any Product provided from time to time and Licence to use Our Intellectual Property. "Software" means the online software applications provided as part of the Product by Us. "Term" means the period in which the Contract continues in force as specified in the Contract. "Us" means Noctua Solutions Limited a company registered in England and Wales with the company number 9114456 with registered address at 714 London Road, Larkfield, Kent, ME20 6BL. "User Subscriptions" means the license of the Product purchased by You which entitles the Authorised Users to access and use the Product, Software, Frutebowl Content, Content and the Documentation in accordance with the Contract. "Virus" means any software, file, code or device which may prevent, impair or otherwise affect access to or the operation of the Product or its reliability and which may adversely affect You and Your Authorised Users' experience. "Website" means the domain Frutebowl.com and all sub-domains which are owned and maintained by Us. "You", the person or business that purchases a Product or Service from the Us. 3. BASIS OF THE CONTRACT 3.1. You shall notify the Us of Your requirements, We shall detail the charges in writing (Schedule 1 of the Contract) and, upon Your confirmation that the Proposal outline of costs and indicated timetable is acceptable, We shall confirm in writing that the Contract has been formed at which point these Terms become binding. 3.2. We may require a deposit to be paid prior to commencing Services (the Deposit), payment of the Deposit and provisions regarding refunds are set out in details at clauses 11.1 and 11.2. 3.3. We may in Our sole discretion decline Your request for services. 4. MEMBERSHIP AND SUBSCRIPTION 4.1. The Schedule 1 sets out the Charges for the Services. a. You have the right to request changes to the Membership, such as a reduction of the number of licenses provided, during the Term of the Contract subject to a 30-day written notice period and We shall have sole discretion as to the application of any such request. You will remain responsible for the Charges during the 30-day notice period; b. the Product will prevent You from exceeding the Membership. The Membership can be increased at any time by written notice and Your written agreement to additional Charges. 4.2. You: a. will not allow any User Subscription to be used by more than one Authorised User; b. will be responsible for ensuring that the password on any Authorised User account is promptly disabled, by the Administrator, if it is identified that the account has been compromised; c. will prevent any unauthorised access to or use of the Services and Content and will notify the Administrator and Us immediately of any such unauthorised access; d. rights under this Contract are granted to You only and shall not, except as otherwise stated in these Terms, be considered granted to any of Your subsidiaries or holding companies; e. the Administrator, as assigned by You, will be responsible for ensuring correct Authorised User access is given through group Permissions. If You are the Administrator then We shall have no liability in relation to unauthorised access to the Product and You are solely responsible for any loss of data or compromise to company information if unauthorised access is granted. 4.3. You shall fully indemnify Us against all losses, costs or expenses arising out of Your breach of clause 4.2. 5. PROVISION OF SERVICES 5.1. The Services will be delivered with reasonable skill and care. 5.2. We will provide standard support to Your assigned Administrator: a. Authorised Users have the facility to provide feedback to Us, which shall be used to improve the Product, Frutebowl Content and Documentation for You; b. Feedback on Content will be sent to the Your assigned Administrator only. It is the sole responsibility of You and Your Administrator to respond. 6. YOUR OBLIGATIONS 6.1. You will provide Us with: a. all necessary co-operation in relation to the Contract; b. ensure that all information in the Proposal is accurate and meets its requirements; c. all necessary information required for Us to provide the Services, including but not limited to Content and Authorised User personal data as required (subject to clause 9.4); d. will comply with all applicable laws and regulations; e. carry out all Your other obligations set out in the Contract in a timely and efficient manner; f. ensure that the Authorised Users use the Services in accordance with the Contract and shall be responsible for any Authorised User's breach of the Contract in accordance with clause 4.3; g. obtain and shall maintain all necessary Membership, consents, and Permissions necessary for Us, and Our contractors and agents to perform Our obligations as set out in the Contract; h. ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and i. be solely responsible for procuring and maintaining Your network connections and telecommunication links from Your systems to Our data centres, and all problems, conditions, delays and delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or cause by the internet. 6.2. If the performance of Our or any of Our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default): a. We shall without limiting Our other rights or remedies have the right to suspend performance of the Product and Additional Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of any of Our obligations to the extent Your Default prevents or delays the performance of Our or any of Our obligations; b. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from the failure or delay of You to perform any of Your obligations as set out in this clause 6.1; and c. You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default. 7. INTELLECTUAL PROPERTY 7.1. All Our Materials are the exclusive property of Ours. 7.2. All Intellectual Property in or arising out of or in connection with the Additional Services shall be owned by Us. 7.3. Subject to the Your compliance with the terms of the Contract, We grant to You a revocable, worldwide, non-exclusive license for use of the Services and in particular: a. for the purposes of clause 7.2, use of the Services shall be restricted to use of the Services for internal use only (which, for the avoidance of doubt, shall not include allowing the use of the Deliverables by, or for the benefit of, any person other than an employee of Yours); b. You may not use the Services other than as specified in clause 7.3(a) without the prior written consent of Us, and You acknowledge that additional fees may be payable on any change of use approved by Us; c. You may make as many copies of the Deliverables as may be necessary for its lawful use in accordance with these Terms and You shall record the number and location of all copies of the Deliverables and take steps to prevent unauthorised copying. 7.4. In the event that We make bespoke changes to the Product and/or Software specifically for You, then any development to the Product including Software, shall at all times remain the property of Us and You acquire no rights and/or such developments other than those expressly granted by the Contract or by written agreement between both Parties; 7.5. You and Your Authorised Users: a. will not store, distribute or transmit any Virus, or upload any Content that is unlawful, threatening, harmful, defamatory, infringing, obscene, promotes violence, promotes any form of discrimination or harassment, contains sexually explicit images or is intended to be used in a manner that is otherwise illegal or causes damage or injury to any person or property; and We have the right, without affecting Our other rights, to disable the Your access or remove any material that breaches the above; b. will not except as may be allowed by any applicable law and permitted under the Contract, modify, copy, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means, other than as provided under the Contract; c. will not attempt to disassemble, reverse compile, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or access all or any part of the Services in order to build a product or service which competes with the Website, Software and Product; or use the Frutebowl Content and/or Documentation to provide services to third parties; d. will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Software, Frutebowl Content and/or Documentation, other than as provided under the Contract. 7.6. You agree that any Content purchased and made available on the Product by third-party providers is solely at the Your own risk. We shall have no liability in relation to the Content and use of such Content, or any transactions completed, and contracts entered into with any such third-party provider. 8. SERVICES 8.1. We, during the Term: a. will make available the Product and/or Additional Services to You in accordance with the Terms of the Contract. 8.2. Subject to Your compliance with the Contract, Your Defaults and Force Majeure (clause 20.1) events will make the Product available 24-hours a day, seven days per week; a. will schedule planned maintenance outside of Business Hours and notify You 5 Business Days in advance of the planned date; b. will endeavour to schedule any unplanned maintenance outside of Business Hours where possible, and notify the You 5 hours prior to any such maintenance; c. Subject clause to clause 20.1, if the Offline Limit is exceeded, in a single calendar month, We will refund You 5% of the Membership Charges for that month for every 1-hour, up to a maximum of 20-hours; d. We will make such developments to the Product and/or Software in accordance with the requirements set out in the Contract and shall provide additional documentation in relation to the developments made to the Software; e. We will submit periodic invoices in accordance with the relevant Contract for the additional work carried out. For information about Our Charges and pricing for Additional Services please see Schedule 2. 8.3. We will provide standard support services, which is limited to addressing issues with the Product during Business Hours (subject to clause 5.2). 9. CONTENT AND DATA PROTECTION 9.1. You own all rights to the Content and are solely responsible for the Content accuracy, legality and integrity and indemnifies Us against all claims, losses and costs arising there from. 9.2. In the event of damage or loss of data caused by the Administrator or You, We will in Our sole discretion use reasonable endeavours to restore Your Content from the latest back-up. 9.3. For the avoidance of doubt, We will not be held responsible for any damage or loss of data caused by a third party engaged by You. 9.4. If We process any personal data on Authorised Users, both Parties agree that You shall be the data controller and We shall be the data processor: a. You agree that the personal data of You and Your Authorised Users may be transferred and stored outside of the country where You and Your Authorised Users are located, in order to carry out the obligations as set out in the Contract; b. You ensure the entitlement to transfer the personal data of You and Your Authorised Users' so that We may lawfully process, use and transfer the data in accordance with the obligations as set out in the Contract; c. both Parties agree to take appropriate measures technically and organisationally to identify and prohibit any unauthorised or unlawful processing of the personal data and accidental loss, damage or destruction. 10. ADDITIONAL SERVICES 10.1. We will provide Additional Services in the form of creating Content and Administering the Product on request from You and at a Charge in addition to the monthly Membership Charges as per Schedule 2. 10.2. We, if assigned as Administrator, as an Additional Service, of the Product on behalf of You, will be responsible for administering Authorised Users' Access and Permissions (subject to clause 4.2.e). 10.3. We, if assigned as a Creator of Content on the Product on behalf of You, will be responsible for creating Content only and You shall own all rights to the Content and are solely responsible for providing adequate, accurate and up to date instructions for the Content creation and will be responsible for checking the accuracy, legality and integrity. 10.4. Should You require any change to any of the Product and/or Additional Services that has not been detailed in the Proposal, such requests must be made in writing to Us; We shall provide You with an updated Proposal that will include additional Charges where appropriate and You must agree the updated Proposal in writing before any variation to the Product and/or Additional Services is provided/affected. 11. CHARGES AND PAYMENT 11.1. Where We require a Deposit, the Deposit shall be specified in Schedule 1 and shall be payable in full prior to the Product and Additional Services commencing; We shall not be liable for any delays caused by Your failure to pay the Deposit. 11.2. In order that We can effectively manage bookings and to mitigate its losses resulting from short notice cancellations, should You terminate the Contract prior to commencement of the provision of Services (Cancellation), the following shall govern the refund of the Deposit: a. cancellation more than 6 weeks prior to the Product and/or Additional Services commencing - 50% of the Deposit shall be refunded; b. cancellation 3-6 weeks prior to the Product and/or Additional Services commencing - 25% of the Deposit shall be refunded; c. cancellation 3-1 weeks prior to Product and/or Additional Services commencing - 10% of the Deposit shall be refunded; d. cancellation 1 week or less prior to Product and/or Additional Services commencing - no refund shall be made. 11.3. We shall render invoices as indicated at the Schedule 1 or any amended Proposal following a requested Change in accordance with clause 12, and all invoices shall be payable within 30 days. 11.4. If We are unable for any reason to provide the Product and/or Additional Services to You, no fee shall be payable by You during any period that the Product and/or Additional Services are not provided. 11.5. You shall reimburse to Us all reasonable travelling and other expenses properly incurred in the performance of the Product and/or Additional Services under the Contract provided that You may require any such expenses to be duly vouched by written evidence where procurable and for Us to follow any protocols or policies in respect of the financial governance of Your business as shall be prescribed from time to time by You. 11.6. You shall pay all sums due in accordance with the Contract and shall not be entitled to apply any set off. 11.7. For information about Our Charges and pricing for Additional Services please see Schedule 2. 11.8. The Product is provided as a standard build, including Software, any requests for bespoke changes by You will be subject to additional Charges, either as set out in the Proposal or a revised Proposal under clause 12. 11.9. Membership and/or Services: a. are charged for monthly with payment due 30-days from receipt of invoice; b. the first payment for Membership is due at the end of the first full month the Product was made available to You; c. monthly invoices are sent to You by Us in paperless format (email); d. where Membership has been increased (subject to clause 4.1(b)), charges will be applied from the start of the month the Membership was increased. 11.10. We reserve the right to prohibit access to the Product including; Content, Frutebowl Content and Documentation and suspend all Additional Services including; all Additional Services provided pursuant to any unrelated contract or other agreement We may have with You, if the Charges remain unpaid for a period of 20-days from the due date. 11.11. We reserve the right to charge interest on a daily basis on any overdue amounts at an annual rate of 3% over the then current base lending rate of the Bank of Scotland from time to time, starting on the due date for payment and continually until the outstanding Charges are paid in full. 11.12. All Charges: a. shall be payable in the currency as set out in Schedule 1 of the Contract; b. are non-cancellable and non-refundable unless otherwise authorised by Us; c. are exclusive of VAT, which shall be added to the invoice at the appropriate rate. 11.13. On receipt of an invoice which You reasonably believe includes a sum which is not valid and properly due, You shall notify Us in writing as soon as reasonably practicable. You shall pay the undisputed portion of the invoice and Your failure to pay the disputed Charges shall not be a breach of the Contract. Following resolution of the dispute You shall pay any amount due to Us within 30-days. 11.14. For services provided on a month-to-month bases, We reserve the right to increase the Charges at any time upon 30-days' notice to You. If Your Contract contains Membership and/or Additional Services with a specified term longer than one month, then We may increase Your charges effective as of the first day of the renewal term following 30-days' prior notice to You of any such increase in Charges. 11.15. If all Parties have agreed to pay annually for the Membership and Additional Services, We reserve the right to increase the charges for the next annual period up to a maximum of 20%. 12. CHANGE MANAGEMENT 12.1. If You require any change to the Services as set out in the Proposal, You must make a written request to Us (Change). 12.2. We shall at Our sole discretion review the Change requested and, where the Change relates to Additional Services, provide an amended Proposal which You must accept in writing prior to Us commencing Additional Services. 12.3. Where a Change is requested to reduce the Services, other than a reduction in the number of Subscriptions, We may at Our sole discretion reduce the Charges; for the avoidance of doubt, any such reduction will be Our decision and a refusal to apply a reduction shall not be grounds for termination by You. 12.4. Should the Change requested by You, if implemented by Us, result in the Contract becoming uneconomical for it to service any longer, it may terminate the Agreement in accordance with clause 19. 13. OUR RIGHTS 13.1. You acknowledge and agree that We own all Intellectual Property rights in the Website, Product, Software, Frutebowl Content and Documentation, except as expressly stated in the Contract. We do not grant You rights to, or in part, or any other rights or licenses in respect of the Website, Product, Software, Frutebowl Content and Documentation. 14. CONFIDENTIAL INFORMATION 14.1. Both Parties shall not disclose in any way or form and at any time (whether before or after the expiry of the Term) to any person, firm or company, unless required by law, the other Parties Confidential Information and shall not use any of the Confidential Information for any other purpose other than the implementation of the Contract. 14.2. The Parties may both be given access to Confidential Information belonging to the other Party. Confidential Information shall not be deemed to include information that: a. is or becomes publicly known other than through any act or omission of the receiving Party; b. was in the receiving Party's lawful possession before the disclosure; c. is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure; d. is independently developed by the receiving Party, which independent development can be shown by written evidence; or e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 14.3. Both Parties shall take all reasonable steps to ensure that the other Party's Confidential Information to which they have access is not disclosed or distributed by employees or agents in violation of the Contract. 14.4. Neither Parties shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information by a third-party. 14.5. You acknowledge that the results of any performance tests of the Services constitutes as Our Confidential Information. 14.6. We acknowledge that Content constitutes as Your Confidential Information. 14.7. We may not issue a press release or advertisement or make any other public comment relating to Your use of the Product and/or Additional Services without Your prior written consent. 15. INDEMNIFICATION 15.1. You shall indemnify Us against any third-party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services. 16. LIMITATION OF LIABILITY 16.1. Clause 16 sets out Our entire financial liability to You: a. in respect or connection with the Contract; b. in respect of any use made by You of the Services; c. in respect of any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract. 16.2. Except as expressly and specifically provided in the Contract: a. You assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts which You provide to us in connection with the Content, or any actions taken by Us at the Your direction; b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statue or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; c. We disclaim any and all warranties not expressly stated in the Contract to the maximum extent permitted by law, including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the services chosen. Any services that We are not contractually obligated to provide but that We may perform for You at the Your request and without any additional charge are provided on an 'AS IS' basis; d. We do not promise that Your use of the Services will be uninterrupted, error-free or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of Your privacy, Confidential Information and Content; e. We are not responsible for any delays, delivery failures, hacking, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; f. We do not promise that the Services will meet Your requirements. It is Your sole responsibility to ensure the suitability of the services chosen. 16.3. We are not responsible to You or any third-party for unauthorised access to the Services unless the unauthorised access or use results from Our failure to meet Our obligations as an assigned Administrator of the Services by You (subject to clause 4.2.e) or fails to meet its security obligations. 16.4. Nothing in the Contract excludes Our liability for anything which cannot be excluded by law. 16.5. We 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 the Contract. 16.6. 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 the Contract shall be limited to the lesser of 5,000GBP or the total Charges paid for the Membership during the 12 months immediately preceding the date on which the claim arose. 17. TERM 17.1. The Term of each Contract begins on the Commencement Date as agreed by both Parties. The Term shall continue thereafter until terminated by either Parties in accordance with clauses 19.1 and 19.2. 17.2. Either Party may terminate the Contract by providing the other Party with no less than 30-days' written notice. You shall pay the remaining amount for the current month and the full amount for the next month, irrelevant of when in the month the notice to terminate was given to Us. You can agree with Us for extra time to get Your Content out of the system, and will be Charged for a full month to be paid in advance. Membership will not be reactivated until full payment has been received and cleared. 17.3. If You terminate the Contract by giving notice under the clause 19.1, You will not be entitled to a refund for any Charges paid by You as at the effective date of termination and all Charges from You up to the effective date of termination shall be payable in accordance with the Contract or these Terms. 18. SUSPENSION OF SERVICES 18.1. We reserve the right to suspend the Services without liability if: a. We believe that the Services are being, have been or will be used in breach of the Contract; b. We reasonably believe that the Services have been accessed or manipulated by a third-party without Your consent; c. We discover that You are or are affiliated with a person who has used comparable products abusively in the past; d. We reasonably believe that the suspension of the Product is necessary to protect Our network and Our clients; e. payment of Charges is overdue; f. we are required by law or a regulatory or government body to suspend Your Services. 18.2. We will give You advance notice under this clause: a. of at least 12 Business Hours of any such suspension and provide You with a chance to remedy the grounds on which the suspension is based, if We deem it acceptable to do so, unless We determine in Our reasonable commercial judgement that a suspension on shorter or contemporaneous notice is necessary to protect Our or Our other clients from imminent and significant operational, legal, or security risk. 18.3. If the suspension was based on a breach of the Contract, then We may continue the Charges for the Membership during the suspension and may, at Our discretion, charge You a reasonable reinstatement Charge upon reinstatement of the Services or may, in Our sole discretion, terminate the agreement in accordance with clause 19. 19. TERMINATION 19.1. You may terminate the Contract immediately for breach on written notice if We fail to provide the Services as agreed in the Contract and do not remedy that failure within 30-days of Your written notice describing the failure; 19.2. We may terminate the Contract immediately on written notice if: a. any fees are overdue and You do not pay the overdue amount within 20-days of our written notice; b. You fail to comply with any other obligation as stated in the Contract and do not remedy the failure within 30-days of Our written notice to You describing the failure; c. You: i. are unable to pay Your debts; ii. enter into a compulsory or voluntary liquidation; iii. compound with or contravene a meeting of Your creditors; iv. have a receiver or an administrator appointed or if an application is made to the court for the same; or v. cease for any reasons to carry on business or take or suffer any similar action which means that You may be unable to pay Your debts, each an Insolvency Event. 19.3. On termination of the Contract for any reason: 19.4. The Licence granted at clause 7.3 shall terminate immediately and the Membership granted under the Contract shall immediately terminate and the Product will no longer be made available to You: a. You shall make no further use of any equipment, property or Services and other items belonging to Us; b. We may destroy or otherwise dispose of Your Content in Our possession unless We received, no later than 10 days after the effective date of the termination, a written request for extended Access to remove the Content. 19.5. Both Parties rights, remedies, obligations or liabilities that have accrued up to date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced. 20. MISCELLANEOUS 20.1. Force Majeure - We shall have no liability to You if We are prevented from or delayed in performing Our obligations under the Contract, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, the actions of third parties engaged by You, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any third 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 You are notified of such an event and its expected duration. If the Force Majeure event continues for 60 days, You may terminate the Contract on 7 days written notice. 20.2. Conflict - If there is an inconsistency between any of the provisions in these Terms and any other terms relating to the Product (excluding the Contract), the provisions in these Terms shall prevail. 20.3. Variation - We may vary these Terms at any time in our sole discretion by giving You reasonable advance notice in writing. 20.4. Waiver - No failure or delay by either Parties to exercise any right or remedy provided under the Contract 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. 20.5. Rights and remedies - Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law. 20.6. Severance a. if any provision (or part of a provision) of the Contract are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force; b. 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. 20.7. Entire agreement a. 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 the Parties relating to the subject matter they cover; b. You acknowledge and agree that in accepting the terms of the Contract You do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of the Contract, other than as expressly set out in the Contract. 20.8. Assignment a. 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; b. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under the Contract. 20.9. No partnership or agency - Nothing in the Contract is intended to or shall operate to create a partnership between the Parties, or authorise either one of the Parties to act as agent for the other, and neither one of the Parties 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). 20.10. Third party rights - The Contract do not confer any rights on any other person or Party pursuant to the Contracts (Rights of Third Parties) Act 1999. 20.11. Notices: a. any notice required to be given under the Contract 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 the Contract, or such other address as may have been notified by that Party for such purposes; b. 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. 20.12. Governing law and jurisdiction a. 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 and the courts of England and Wales shall have exclusive jurisdiction. 20.13. Arbitration - If any dispute arises in connection with this agreement, the Parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure: a. the mediation will start, unless otherwise agreed by the Parties, within 28 days of one Party issuing a request to mediate to the other; b. unless otherwise agreed between the Parties, the mediator will be nominated by CEDR; c. the mediation will take place in England and the language of the mediation will be English; d. the Mediation Contract referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with the substantive law of England and Wales; e. if the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the Parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration. f. CEDR shall be the appointing body and administer the arbitration; g. CEDR shall apply the UNCITRAL rules in force at the time arbitration is initiated; h. in any arbitration commenced pursuant to this clause, the number of arbitrators shall be 1 and the seat or legal place of arbitration shall be London, England.