site_policies/languagenut_tos.txt

SITE:  languagenut_tos
URL:   https://www.languagenut.com/en-au/terms/


Terms of Service

   Please read these Terms of Service carefully before registering for a
   chargeable subscription to use the Services offered on this website,
   operated by Languagenut Limited, with its registered office at Projects
   The Lanes, Nile House, Nile Street, Brighton, England, company number
   07401600, VAT number 983 9715 59.

   By registering for a chargeable subscription to use the Services at
   www.languagenut.com, and clicking on the accept buttons relating to our
   Terms of Service,  , you agree to be legally bound by these Terms of
   Service, DPA and Privacy Policy as they may be modified and posted on
   our website from time to time. In the event of any inconsistency
   between the content of the Terms of Service, DPA and the Privacy
   Policy, the Terms of Service shall prevail followed by the DPA and then
   the Privacy Policy.

   If you do not wish to be bound by these Terms of Service, DPA and
   Privacy Policy then you may not register to use a free trial or
   purchase our Services.

   1. Definitions

   In this Agreement, the following capitalised words shall have the
   following meanings:
   "Agreement" means these Terms of Service, DPA and Privacy Policy
   together;
   "Authorised User" means your employees, agents, consultant or
   independent contractors or students who have been expressly authorised
   by you to receive a password in order to access the Services online;
   "Confidential Information" means any and all information in whatsoever
   form relating to our business, prospective business, finances,
   technical processes, computer software (both source code and object
   code), Intellectual Property Rights or finances, or compilations of two
   or more items of such information, whether or not each individual item
   is in itself confidential, which comes into our possession by virtue of
   its entry into this Agreement or provision of the Services, and which
   we regard, or could reasonably be expected to regard, as confidential
   and any and all information which has been or may be derived or
   obtained from any such information and includes all Content;
   "Consequential Loss" means pure economic loss, special loss, losses
   incurred by any third party, losses arising from business interruption,
   loss of business revenue, goodwill or anticipated savings, losses
   whether or not occurring in the normal course of business, costs of
   procuring substitute goods or product(s) or wasted management or staff
   time;
   "Content" means all information or materials made available to you via
   the Services;
   "DPA" means our data processing agreement published at
   www.languagenut.com/en-gb/data-processing-agreement as amended from
   time to time;
   "Effective Date" means the date on which we send you a confirmation
   invoice, confirming your order of the Services and providing you with
   login details;
   "Feedback" means feedback, innovations or suggestions created by the
   you or Authorised Users regarding the attributes, performance or
   features of the Services;
   "Fees" means the fees set out in the confirmation invoice sent to you;
   "Force Majeure" means anything outside the reasonable control of a
   party, including but not limited to, acts of God, fire, storm, flood,
   earthquake, explosion, accident, acts of the public enemy, war,
   rebellion, insurrection, sabotage, pandemic, epidemic, quarantine
   restriction, labour dispute, labour shortage, power shortage, including
   without limitation where we cease to be entitled to access the Internet
   for whatever reason, transportation embargo, failure or delay in
   transportation, any act or omission (including laws, regulations,
   disapprovals or failures to approve) of any government or government
   agency;
   "Initial Term" means a period of 12 months starting on the Effective
   Date;
   "Intellectual Property Rights" means all copyrights, patents, utility
   models, trademarks, service marks, registered designs, moral rights,
   design rights (whether registered or unregistered), technical
   information, know-how, database rights, semiconductor topography
   rights, business names and logos, computer data, generic rights,
   proprietary information rights and all other similar proprietary rights
   (and all applications and rights to apply for registration or
   protection of any of the foregoing) as may exist anywhere in the world;
   "Operating Rules" means any of our rules or protocols, in whatever form
   that affect your access to or use of the Services, and made available
   to you by us from time to time to;
   "Privacy Policy" means our privacy policy published
   at https://www.languagenut.com/en-gb/data-processing-agreement as
   amended from time to time;
   "Renewal Term" means a period of 12 months;
   "Services" means the software applications services, ordered online by
   the you and set out in the confirmation invoice sent to you which are
   made available to you in accordance with any Operating Rules and
   including any computer software programmes and, if appropriate, Updates
   thereto;
   "Statistical Data" means aggregated, anonymised data derived from you
   or any user's use of the Services which does not include any personal
   data;
   "Term" means the Initial Term plus any Renewal Terms together;
   "Terms and Conditions" means these terms of service published
   at www.languagenut.com/en-gb/terms/ as amended from time to time;
   "Updates" means any new or updated applications services or tools
   (including any computer software programmes) made available by us
   during the Term as part of the Services.
   "Website" means www.languagenut.com;
   "we", "us" or "our" means Languagenut Limited;
   "you" or "you" means the company or person who completes the online
   registration form for use of the Services;

   2. Provision of the Services

   2.1 You engage us and we agree to provide the Services to you in
   accordance with terms of this Agreement from the Effective Date for the
   Term.

   2.2 Access to the Services is only provided to you on condition that
   either you pay the Fee (if you are an individual member) or you are an
   Authorised User of an institution that has paid the Fee. We have no
   obligation under no obligation to provide to access to the Services
   until the Fee has been paid.

   2.3 We will endeavour to ensure that the Services are available 24
   hours a day, excluding any scheduled maintenance carried out to the
   Services.

   2.4 We shall provide customer support services from Monday to Friday
   (excluding any national holidays in the UK) to you by telephone or
   email from 8 am - 5 pm (UK times) for the purpose of assisting you in
   maintaining your access to the Services.2.3 Access to the Services is
   subject to payment of all Fees owed under this Agreement.

   2.5 It is your responsibility to ensure that login details are passed
   on to the relevant person at your school or library to gain access to
   the Services.

   3. Licence

   3.1 Subject to payment of the Fees, you are granted a non-exclusive and
   non-transferable licence to permit Authorised Users to use the Services
   (including any associated software, Content, Intellectual Property
   Rights and Confidential Information) from the Effective Date during the
   Term for your internal business operations. Such licence permits you
   and Authorised Users to make cache copies of software or other
   information necessary for your to receive the Services via the
   Internet. Where open source software is used as part of the Services,
   this software will be subject to the terms of the applicable open
   source licences. No additional implied rights are granted beyond those
   specifically mentioned in this clause 3.1.

   3.2 No right to modify, adapt, or translate the Services or create
   derivative works from the Services is granted to you . Nothing in this
   Agreement shall be construed to mean, by inference or otherwise, that
   you have any right to obtain source code for the software comprised
   within the Services. Disassembly, decompilation or reverse engineering
   and other source code derivation of the software comprised within the
   Services is prohibited. Unless otherwise specified in this Agreement,
   the Services are provided and may be used solely by you as part of your
   website/desktop architecture. Except as specifically stated in this
   Agreement, you may not: (i) lease, loan, resell or otherwise distribute
   the Services save as permitted in writing by us; (ii) use the Services
   to provide ancillary services related to the Services; or (iii) permit
   access to or use of the Services by or on behalf of any third party.

   3.3 Unless otherwise specified in this Agreement, the Services are
   provided and may be used solely by you and Authorised Users. You may
   not: (i) lease, loan, resell, assign, licence, distribute or otherwise
   permit access to the Services; or (ii) use the Services to provide
   ancillary services related to the Services; or (iii) except as
   permitted in this Agreement, permit access to or use of the Services by
   or on behalf of any third party.

   3.4 We may suspend access to the Services, or portion thereof, at any
   time, if in our sole reasonable discretion, the integrity or security
   of the Services is in danger of being compromised by your acts or those
   of Authorised Users. Where possible, we shall give you 24 hours written
   notice, before suspending access to the Services, giving specific
   details of our reasons.

   4. Authorised Users

   4.1 Your subscription to the Services is for a single school/home or
   institution only. We do not permit you to share your user name and
   password for use in multiple schools or institutions. If you have
   purchased a home licence then this is for home only and not to be used
   in school or an institution.

   4.2 Where we allow you to register on behalf of several users within
   one organisation, we refer to you as a group user, ("Group User"). Any
   of your Authorised Users who makes use of the Services via this licence
   shall, subject to the terms of this Agreement, be entitled to continue
   using the Services as an independent user following termination of that
   Authorised User's connection with a Group User, including having access
   to the information and programs created during the course of that
   Authorised Users employment with or connection through the Group User.
   Each Group User hereby irrevocably agrees to permit such continued
   access to a leaving Authorised User. A Group User shall have no
   liability for the leaving Authorised User's continued use of the
   Services, following our receipt of a written notice informing us that
   the individual concerned is no longer connected to the Group User.

   5. Passwords and Security

   5.1 You are responsible for any and all activities that occur under
   your account and via your passwords. You will immediately notify us if
   you become aware of any unauthorised use of an account or password or
   breach of any breach of security becomes known to you. We shall have no
   liability for any loss or damage arising from your failure to comply
   with these requirements.

   5.2 We may suspend access to the Services, or portion thereof, at any
   time, if in our sole reasonable discretion, the integrity or security
   of the Services is in danger of being compromised by acts of you or
   Authorised Users. Where possible we shall give you prior notice before
   suspending access to the Services.

   5.3 You (and Authorised Users) shall maintain reasonable security
   measures (as may change over time) covering, without limitation,
   confidentiality, authenticity and integrity to ensure that the access
   to the Services granted under this Agreement is limited as set out
   under this Agreement. In particular you and Authorised Users shall
   treat any identification, password or username or other security device
   for use of the Services with due diligence and care and take all
   necessary steps to ensure that they are kept confidential, secure and
   are used properly and are not disclosed to unauthorised persons. Any
   breach of the above shall be immediately notified to us in writing. You
   shall be liable for any breach of this Agreement by an Authorised User.

   6. Intellectual Property Rights

   6.1 All Intellectual Property Rights and title to the Services and
   Content (save to the extent these incorporate any third party owned
   item) shall remain with us and/or its licensors and subcontractors. No
   interest or ownership in the Services, the Intellectual Property
   Rights, Content or otherwise is transferred to you under this
   Agreement. Nothing in this Agreement shall be construed to mean, by
   inference or otherwise, that you have any right to obtain source code
   for the software comprised within the Services.

   6.2 You grants us a perpetual, non-exclusive, transferable, royalty
   free, worldwide licence to use any information that you upload to the
   Services, (excluding your personal data).

   6.3 You are not allowed to remove any proprietary marks or copyright
   notices from the Services.

   6.4 You assign all rights, title, and interest in any Feedback to us.
   If for any reason such assignment is ineffective, you shall grant us a
   non-exclusive, perpetual, irrevocable, royalty free, worldwide right
   and licence to use, reproduce, disclose, sub-licence, distribute,
   modify, and exploit such Feedback without restriction.

   6.5 We may take and maintain technical precautions to protect the
   Services from improper or unauthorised use, distribution or copying.

   7. Term

   7.1 This Agreement shall commence on the Effective Date for the Initial
   Term. At the expiry of the Initial Term, this Agreement will
   automatically renew for Renewal Terms and continue until either party
   terminates the Agreement by giving the other at least 90 days' notice
   in writing prior to a Renewal Term. Neither party may terminate the
   Agreement without cause during the Initial Term.

   8. Fees, Invoicing and Payment

   8.1 We shall invoice the Fees annually in advance from the Effective
   Date. All Fees exclude any Value Added Tax legally payable on the date
   of the invoice, which shall be paid by you in addition, where
   applicable.

   8.2 Fees for your subscription are calculated annually on the
   anniversary of the Effective Date (unless otherwise stated).

   8.3 You undertake that all details provided for the purpose of
   obtaining the Services will be correct and that any credit card details
   used are your own and that there are sufficient funds or credit
   facilities to cover the Fees and that it is your responsibility to
   update us of any changes to your contact information (including your
   email address) via support@languagenut.com.

   8.4 Fees are payable on the date of each invoice by such method of
   payment as we request.

   8.5 We are under no obligation to provide access to the Services until
   Fees are paid.

   8.6 Where payment of any Fee is not received when due we may, without
   liability to you, disable your password, account and access to all or
   part of the Services and we shall be under no obligation to provide any
   or all of the Services while the invoice(s) concerned remains unpaid.

   8.7 We shall be entitled to charge interest on overdue Fees at the
   applicable statutory rate.

   8.8 We reserve the right to recover any costs and reasonable legal fees
   it incurs in recovering overdue payments.

   9. Confidential Information

   9.1 You may use Confidential Information only for the purposes of this
   Agreement. You must keep confidential all Confidential Information
   disclosed to you, except where the recipient of Confidential
   Information is required to disclose the Confidential Information by law
   to any regulatory, governmental or other authority with relevant powers
   to which either party is subject.

   9.2 You may disclose Confidential Information to those of your
   employees and agents who have a need to know the Confidential
   Information for the purposes of this Agreement but only if the employee
   or agent is bound by confidentiality undertakings equivalent to those
   set out in this Agreement.

   9.3 You agree to destroy or return all documents and other materials
   containing Confidential Information immediately upon completion of the
   Services or termination or expiry of this Agreement.

   9.4 The obligations of confidentiality under this Agreement do not
   extend to information that: (i)     was rightfully in your possession
   before the negotiations leading to this Agreement; (ii) is, or after
   the Effective Date, becomes public knowledge (otherwise than as a
   result of a breach of this Agreement); or (iii) is lawfully disclosed
   to you by a third party without restriction on disclosure; or (iv) is
   independently developed by you, which independent development can be
   shown by written evidence; or (v) is required by law to be disclosed.

   9.5 If you are required to disclose any Confidential Information
   pursuant to clause 9.4(v) you shall, where lawfully permitted to do so:
   (i) promptly consult with and take into account any comments from us
   prior to making any disclosure; and (ii) work us to ensure that any
   exemptions or other legitimate means of preventing disclosure or
   limiting disclosure are used to the fullest extent possible.

   9.6 You may print and download Content for your own use on the
   following basis: (i) no documents or related graphics are modified in
   any way; (ii) no graphics are used separately from accompanying text;
   and (iii) our copyright and trademark notices and this permission
   notice appear in all copies of Content. If you breach any terms of this
   clause 9.6, your permission to use the Services automatically
   terminates and you must immediately destroy any downloaded or printed
   Content and remove any such Content from other electronically held
   systems including other websites. Other than permitted in this clause
   9.6, no part of the Content may be reproduced or stored in any other
   website or included in any public or private electronic retrieval
   system or service without our prior written permission.

   9.7 Other than any personal data that you provide to us when using the
   Services and save where we require you to provide specific
   authorisation within the Services for the use of information or
   material you provide, any material you transmit or post in the Services
   will be considered non-confidential and non-proprietary. We have no
   obligations with respect to such material. We, our agents and other
   users of the Services will be free to copy, disclose, distribute,
   incorporate and otherwise use such material and all data images,
   sounds, text and other things embodied therein for any and all
   commercial or non-commercial purposes, as will other users subject to
   the provisions of clause 9.6.

   9.8 We may require the removal of any material, in whole or in part,
   uploaded to the Services where such material is, in our view, likely to
   fall within the provisions of clause 9.9, or which may cause damage to
   our reputation. We therefore reserve the right to edit and/or remove,
   in whole or in part, any material uploaded to the Services without
   notice.

   9.9 You are prohibited from posting or transmitting to or from the
   Services any material: (i) that is threatening, defamatory, obscene,
   indecent, seditious, offensive, pornographic, abusive, liable to incite
   racial hatred, discriminatory, menacing, scandalous, inflammatory,
   blasphemous, in breach of confidence, in breach of privacy or which may
   cause annoyance or inconvenience; (ii) for which you have not obtained
   all necessary licences; or (iii) which constitutes or encourages
   conduct that would be considered a criminal offence, give rise to civil
   liability, or otherwise be contrary to the law of or infringe the
   rights of any third party, in the UK or any other country in the world;
   or (iv) which is technically harmful (including without limitation,
   computer viruses, logic bombs, Trojan horses, worms, harmful
   components, corrupted data or other malicious software or harmful
   data).

   9.10 You may not misuse the Services (including without limitation by
   hacking).

   9.11 We will fully co-operate with any law enforcement authorities or
   court order requesting or directing us to disclose the identity or
   locate anyone posting any material in breach of clauses 9.9 and 9.10.

   9.12 We, and our officers, directors, employees, shareholders, or
   agents do not accept any liability for the use made by you of any
   Content.

   10. Data Protection

   10.1 Each party undertakes to comply with its obligations under
   relevant applicable data protection laws, principles and agreements.

   10.2 To the extent that personal data is processed when you or
   Authorised Users use the Services, the parties acknowledge that we are
   a data processor and you are a data controller and the parties shall
   comply with their respective obligations under applicable data
   protection law and the terms of the DPA.

   10.3 Any personal data that you provide to us during registration or
   when ordering or using the Services (such as your email address) shall
   be collected and processed by us in accordance with the Privacy Policy.

   10.4 If a third party alleges infringement of its data protection
   rights, we shall be entitled to take measures necessary to prevent the
   infringement of a third party's rights from continuing.

   11. Warranties

   11.1 Each party warrants and represents that: (i) it has full corporate
   power and authority to enter into this Agreement and to perform the
   obligations required hereunder; (ii) the execution and performance of
   its obligations under this Agreement does not violate or conflict with
   the terms of any other agreement to which it is a party and is in
   accordance with any applicable laws; and (iii) it shall respect all
   applicable laws and regulations, governmental orders and court orders,
   which relate to this Agreement.

   11.2 We warrant to you that: (i) we have the right to license the
   Services: (ii) the Services shall be performed with reasonable skill
   and care and in a professional manner in accordance with good industry
   practice; (iii) that use of the Services will not infringe the
   Intellectual Property Rights of any third party. The foregoing
   warranties shall not: (a) cover deficiencies or damages relating to any
   third-party components not furnished by us; or (b) any third party
   provided connectivity necessary for the provision or use of the
   Services. In the event of a breach of the warranties under this clause
   11.2, we shall have no liability or obligations to you other than to
   reimburse the Fees for the Services.

   11.3 No warranty is made regarding the results of usage of the Services
   or that the functionality of the Services will meet the requirements of
   you or that the Services will operate uninterrupted or error free. This
   clause shall survive the termination of this Agreement.

   11.4 You acknowledges that Services should not be used for high-risk
   applications where precise locations or features on maps are essential
   to you.

   11.5 All Content provided via the Services, is provided "as is" and we
   do not warrant the accuracy and completeness of the Content contained
   within the Services, or the authenticity of data images, sounds, text
   and other things which are uploaded to the Services by third parties.
   We may make changes to the Content or to the products and prices
   described in the Services at any time without notice. The Content in
   the Services may be out of date, and we make no commitment to update
   Content. The Content of the Services should only be used for
   information purposes, and you should not rely on it to make or refrain
   from making any decision or take or refrain from taking any action. We
   provide no warranties in relation to Content and shall have no
   liability whatsoever to you for its use or reliance upon any Content.

   11.6 You warrant that you rightfully own the necessary user rights,
   copyrights and ancillary copyrights and permits required for you to
   fulfil your obligations under this Agreement.

   11.7 You shall ensure that your network and systems comply with the
   relevant Operating Rules provided by us from time to time and that it
   is solely responsible for procuring and maintaining its network
   connections and telecommunications links from your systems to our data
   centres and all problems, conditions, delays, delivery failures and all
   other loss or damage arising from or relating to your network
   connections or telecommunications links or caused by the Internet.

   11.8 Except as expressly stated in this Agreement, all warranties and
   conditions, whether express or implied by statute, common law or
   otherwise (including but not limited to satisfactory quality and
   fitness for purpose), are hereby excluded to the fullest extent
   permitted by law.

   12. Liability

   12.1 Neither party excludes or limits its liability for: (i) fraud;
   (ii) death or personal injury caused by any negligent act or omission
   in connection with the provision or use of the Services; (iii) wilful
   misconduct; or (iv) anything which cannot lawfully be limited or
   excluded by applicable law.

   12.2 Neither party shall be liable for any Consequential Loss arising
   out of or related to this Agreement or in tort (including negligence or
   breach of statutory duty), misrepresentation or however arising, even
   if the party was advised of the possibility of such damages.

   12.3 Subject to clauses 12.1 to 12.3 inclusive the total liability of
   us to you in aggregate (whether in contract, tort or otherwise) for any
   and all claims relating to or arising under this Agreement or based
   upon any claim for indemnity or contribution shall be limited to the
   total Fees (excluding all taxes) paid by you to us during the 12 month
   period prior to the date on which any such claim arose. If the duration
   of the Agreement has been less than 12 months, such shorter period
   shall apply.

   12.4 Subject to clause 4.2, you shall be liable for any breaches of
   this Agreement caused by the acts, omissions or negligence of any
   Authorised Users who access the Services as if such acts, omissions, or
   negligence had been committed by you.

   12.5 The parties acknowledge and agree that in entering into this
   Agreement, each had recourse to its own skill and judgement and have
   not relied on any representation made by the other, their employees or
   agents.

   13. Indemnity

   13.1. You agree to fully indemnify, defend and hold us, and our
   officers, directors, employees, agents and suppliers, harmless on
   demand, from and against all claims, liability, damages, fines, losses,
   costs and expenses, including reasonable legal fees, arising out of:
   (i) any breach of a third party's rights caused by you (or where you
   are a Group User, by any Authorised User's) use of the Services in
   breach of the terms of this Agreement; or (ii) any other liabilities
   arising out of your or an Authorised User's use of the Services; or
   (ii) use by any third party accessing the Services using your logins or
   passwords.

   14. Links to and from other websites

   14.1. We are not responsible for the content of any websites linked to
   the Services. We provide these links solely for convenience. If you use
   these links, you leave our Website. We have not reviewed all of these
   third-party websites and do not control and are not responsible for
   these websites or their content or availability. We therefore do not
   endorse or make any representations about them, or any material found
   there, or any results that may be obtained from using them. If you
   decide to access any of the third-party websites linked to the
   Services, you do so entirely at your own risk.

   14.2 If you would like to link to our Services you may do so on the
   basis that you link to, but do not replicate, the home page of our
   Website and subject to the following conditions: (i) you do not remove,
   distort, or otherwise alter the size or appearance of our logos; (ii)
   you do not create a frame or any other browser or border environment
   around our Website; (iii) you do not in any way imply that we are
   endorsing any products or services other than our own; (iv) you do not
   misrepresent your relationship with us nor present any other false
   information about us; (iv) you do not otherwise use any Languagenut.com
   trademarks displayed on the Website, without express written permission
   from us; (v) you do not link from a website that is not owned by you;
   and (vi) your website does not contain content that is distasteful,
   offensive or controversial, infringes any intellectual property rights
   or other rights of any other person or otherwise does not comply with
   all applicable laws and regulations.

   14.3 We expressly reserve the right to revoke the rights granted in
   clause 14.2 for any breach of this Agreement and reserve the right to
   take any action that we deem appropriate for such breach.

   15. Termination

   15.1 We may immediately terminate this Agreement or the provision of
   any Services provided pursuant to this Agreement if: (i) you have used
   or permitted the use of the Services other than in accordance with this
   Agreement; or (ii) we are prohibited under applicable law, or otherwise
   from providing the Services.

   15.2 Either party shall be entitled to terminate this Agreement on
   written notice to the other party if the other party: (i) goes into
   voluntary or involuntary liquidation (otherwise than for the purpose of
   a solvent reconstruction or amalgamation) or has a receiver or
   administrator or similar person appointed or is unable to pay its debts
   within the meaning of s268 Insolvency Act 1986 or ceases or threatens
   to cease to carry on business or if any event occurs which is analogous
   to any of the foregoing in another jurisdiction; or (ii) commits a
   material breach of any term of this Agreement which, if capable of
   remedy, is not remedied within five (5) Business Days of receipt of a
   written notice specifying the breach and requiring it to be remedied;
   or (iii) is prevented by Force Majeure from fulfilling its obligations
   for more than twenty eight (28) days.

   15.3 Upon termination of this Agreement we shall immediately cease
   providing the Services to you and all licences granted hereunder shall
   terminate. No Fees already paid shall be refunded if the Agreement is
   terminated prior to the end of the Term.

   15.4 At your option and following receipt of a request from you, we
   shall delete (in accordance with the terms of the DPA) or return all
   personal data stored in our database in its then current format, free
   of charge, provided that such request is made within 30 days of
   termination. If you require any personal data to be returned in a
   different format we reserve the right to charge for this additional
   service on a time and materials basis.

   15.5 Termination of this Agreement for whatever reason shall not affect
   the accrued rights of the parties. All clauses which by their nature
   should continue after termination shall, for the avoidance of doubt,
   survive the expiration or sooner termination of this Agreement and
   shall remain in force and effect.

   16. Assignment

   No party may assign or transfer its rights under this Agreement without
   the prior written consent of the other party, such consent shall not be
   unreasonably withheld, however we shall be entitled to assign the
   Agreement to: (i) any company in our group of companies; or (ii) any
   entity that purchases our shares or assets as the result of a merger,
   takeover or similar event.

   17. Force Majeure

   If a party is wholly or partially prevented by Force Majeure from
   complying with its obligations under this Agreement, then that party's
   obligation to perform in accordance with this Agreement will be
   suspended. As soon as practicable after an event of Force Majeure
   arises, the party affected by Force Majeure must notify the other party
   of the extent to which the notifying party is unable to perform its
   obligations under this Agreement. If the Force Majeure event lasts for
   more than 28 days, the non-defaulting party may terminate this
   Agreement with immediate effect without penalty.

   18. Miscellaneous

   18.1 The parties are independent contractors and nothing in this
   Agreement will be construed as creating an employer-employee
   relationship.

   18.2 Nothing contained in this Agreement or in any instrument or
   document executed by any party in connection with the provision of the
   Services is intended to be enforceable by a third party under the
   Contracts (Rights of Third Parties) Act 1999, or any similar
   legislation in any applicable jurisdiction.

   18.3 Should a provision of this Agreement be invalid or become invalid
   then the legal effect of the other provisions shall be unaffected. A
   valid provision is deemed to have been agreed which comes closest to
   what the parties intended commercially and shall replace the invalid
   provision. The same shall apply to any omissions.

   18.4 This Agreement constitutes the whole agreement and understanding
   between the parties and supersedes all prior agreements,
   representations, negotiations, and discussions between the parties
   relating to the subject matter thereof.

   18.5 In the event of any inconsistency between the content of the Terms
   and Conditions, the DPA and the Privacy Policy, the Terms and
   Conditions shall prevail followed by the DPA and then the Privacy
   Policy.

   18.6 Amendments to, or notices to be sent under this Agreement, shall
   be in writing and shall be deemed to have been duly given if sent by
   registered post to a party at the address given for that party in this
   Agreement. Notwithstanding the aforesaid, we may change or modify the
   terms of this Agreement upon giving you 30 days notice via email to the
   email address used for billing purposes. All changes shall be deemed to
   have been accepted by you unless you terminate the Agreement prior to
   the expiry of the 30-day period.

   18.5 This Agreement shall be governed by the laws of England and Wales.
   The courts of England shall have exclusive jurisdiction for the
   settlement of all disputes arising under this Agreement.

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