Our Terms and Conditions are separate for Business and Consumer customers. You can view both here.
CONSUMER TERMS AND CONDITIONS
These Terms and Conditions are the standard terms for the provision of services by 5 Fathoms Ltd, trading as WPTasks a website support company registered in England under number 9822815 ,whose registered address is Hollybrook House, 4 East Pallant, Chichester, West Sussex, PO19 1TR.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Business Day”||means any day other than a Saturday, Sunday or bank holiday;|
|“Calendar Day”||means any day of the year;|
|“Contract”||means the contract for the provision of Services, as explained in Clause 3;|
|“Month”||means a calendar month;|
|“Price”||means the price payable for the Services;|
|“Services”||means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation);|
|“Special Price”||means a special offer price payable for Services which We may offer from time to time;|
|“Order”||means your order for the Services;|
|“Order Confirmation”||means Our acceptance and confirmation of your Order as described in Clause 3;|
|“We/Us/Our”||means 5 Fathoms Ltd trading as WPTasks a limited company registered in England under number 9822815 ,whose registered address is Hollybrook House, 4 East Pallant, Chichester, West Sussex, PO19 1TR.|
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.
2. Information About Us
2.1 5 Our Site is owned and operated by 5 Fathoms Ltd trading as WPTasks a limited company registered in England under number 9822815 ,whose registered address is Hollybrook House, 4 East Pallant, Chichester, West Sussex, PO19 1TR UK
2.2 Our VAT number is 224 4184 29
3. The Contract
3.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
3.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
3.3 A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
3.4 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
3.5 The main characteristics of the Services;
3.5.1 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 11);
3.5.2 The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.5.3 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
3.5.4 Our complaints handling policy;
3.5.5 Where applicable, details of after-sales services and commercial guarantees;
3.5.6 The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
4.1 All Orders for Services made by you will be subject to these Terms and Conditions.
4.2 You may change your Order at any time before We begin providing the Services by contacting Us. Requests to change Orders need to be made in writing.
4.3 If your Order is changed We will inform you of any change to the Price in writing.
4.4 We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payments to Us under Clause 5, the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation. Cancellations will be confirmed in writing.
5. Price and Payment
5.1 The Price of the Services will be that shown in Our website in place at the time of your Order. If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.
5.2 If We quote a Special Price which is different to the Price shown in Our current website, the Special Price will be valid for 30 days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. Orders placed during this period will be accepted at the Special Price even if We do not accept the Order until after the period has expired.
5.3 Our Prices may change at any time but these changes will not affect Orders that We have already accepted.
5.4 All Prices exclude VAT and You agree to pay any VAT that is due in your location. VAT will be calculated based on your location as set in your billing address. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.
5.5 Credit and/or debit cards will be charged at the time of placing the order.
5.6 All payments will be taken by Credit/Debit card on the renewal date of the service. If a payment fails a notice will be issued to allow You to update these payment details. If You fail to update this payment information within 15 days of a failed payment notification this Agreement will be terminated with immediate effect under Clause 10.6.
6. Providing the Services
6.1 As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the website support industry, and in accordance with any information provided by Us about the Services and about Us.
6.2 We will begin providing the Services after the information requested in the signup process has been provided and we have confirmed we have been able to access and setup the Services. You are responsible for providing this information in a timely manner. The payment for the renewal of the Service will be taken 1 month from the date of Our Order Confirmation, not from the date of activation.
6.3 We will continue renewing and providing the Services until you inform us in writing that you wish to cancel the Services.
6.4 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 9 for events outside of Our control.
6.5 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Examples of what we may require include: additional services logins or changes to user permissions or folder access permissions.
6.6 If the information or action required of you under sub-Clause 6.2 and 6.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay, failure or damage caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
6.7 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 6.2 and 6.5, We may suspend the Services (and will inform you of that suspension in writing).
6.8 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention We will inform you in advance in writing before suspending the Services.
6.9 If the Services are suspended under sub-Clauses 6.7 or 6.8, you will not be required to pay for them during the period of suspension.
7. Problems with the Services and Your Legal Rights
7.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible in writing.
7.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
7.3 We will not charge you for remedying problems under this Clause 7 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 6.6 will apply and We may charge you for remedial work.
7.4 As a consumer, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office. If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price. If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.
8. Our Liability
8.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
8.2 This contract is to provide Services for domestic and private use (or purposes). We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind (including resale). By making your Order, you agree that you will not use the Services for such purposes. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
8.3 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
8.4 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
8.5 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.
9. Events Outside of Our Control (Force Majeure)
9.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
9.2 If any event described under this Clause 9 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
9.2.1 We will inform you as soon as is reasonably possible;
9.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
9.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
9.2.4 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 10.3.3. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;
9.2.5 If the event outside of Our control continues for more than 2 weeks weeks, We will cancel the Contract in accordance with Our right to cancel under sub-Clause 10.6.3 and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.
10.1 Once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by clicking Cancel in the My Account section of Our website. We will then cancel your service at the next renewal date. Within the first 30 days, a full refund of Subscription Payments will be given. After 30 days if you have made any payment to Us for any Services We have not yet provided, including for the remainder of the billing period these sums will not be refunded.
10.2 If any of the following occur, you may cancel the Services and the Contract immediately by clicking Cancel in the My Account section of Our website. If you have made any payment to Us for any Services We have not yet provided, these sums will not be refunded to you. If you cancel because of Our breach under sub-Clause 10.3.1, you will not be required to make any payments to Us:
10.2.1 We have breached the Contract in any material way and have failed to remedy that breach within 1 week of you asking Us to do so in writing; or
10.2.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
10.2.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 9.2.4); or
10.2.4 We change these Terms and Conditions to your material disadvantage.
10.3 We may cancel your Order for the Services before the Services begin under sub-Clause 4.5.
10.4 Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 1 months written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will not be refunded to you.
10.5 If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will not be refunded to you. We will not be required to give 2 weeks notice in these circumstances:
10.5.1 You fail to make a payment on time as required under Clause 5 (this does not affect our right to charge interest on overdue sums under sub-Clause 5.10); or
10.5.2 You have breached the Contract in any material way and have failed to remedy that breach within 1 week of Us asking you to do so in writing; or
10.5.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 9.2.5).
10.5.4 Your payment details are not maintained under Clause 5.6
10.6 For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and 10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 10.3.1 and Us under sub-Clause 10.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
11. Communication and Contact Details
11.1 If you wish to contact Us, you may do so by email at [email protected]
11.2 In certain circumstances you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
11.2.1 Contact Us by email at [email protected]; or
11.2.2 Contact Us by pre-paid post at WPTasks, Hollybrook House, 4 East Pallant, Chichester, West Sussex, PO19 1TR UK.
12. Complaints and Feedback
12.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
12.2 If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
12.2.1 In writing, addressed to WPTasks, Hollybrook House, 4 East Pallant, Chichester, West Sussex, PO19 1TR UK;
12.2.2 By email, at [email protected];
13. How We Use Your Personal Information (Data Protection)
14. Other Important Terms
14.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
14.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
14.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
14.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
14.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
15. Governing Law and Jurisdiction
15.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
15.2 As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 15.1 above takes away or reduces your rights as a consumer to rely on those provisions.
15.3 Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
BUSINESS TERMS AND CONDITIONS
5 Fathoms Ltd, trading as WPTasks (the “Service Provider”) provides website support services to business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Agreement”||means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;|
|“Business Day”||means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;|
|“Client”||means the party procuring the Services from the Service Provider who shall be identified in the Agreement;|
|“Commencement Date”||means the date on which the payment is made and confirmed as part of the Signup process;|
|means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
means the email sent confirming the successful payment and detailing of the provision of the Services, Term and fees.
|“Fees”||means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Confirmation Email;|
|“Services”||means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and|
|means the term of the Agreement as defined in the Confirmation Email.|
means the monthly subscription that will start on the date of this agreement and refers to the period between the date of this agreement and 1 calendar month from that date and then each subsequent period of time between that day of the month and the 1 calendar month that follows it
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or fax or similar means;
1.2.2 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;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.
1.3 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.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2. Provision of the Services
2.1 With effect from the Commencement Date, the Service Provider shall provide the Services to the Client as defined in the Confirmation Email.
2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the website support sector in the United Kingdom.
2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
3. Client’s Obligations
3.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3.2 The Service Provider shall begin providing the Services only after all the information requested in the signup process has been provided by the Client and the Service Provider has confirmed it has been able to access and setup the Services. The Client is responsible for providing this information in a timely manner.
3.3 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
3.4 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
3.5 If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.6 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
4. Fees, Payment and Records
4.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement as defined in the Confirmation Email.
4.2 All payments required to be made pursuant to the Agreement shall be made by Credit/Debit card.
4.3 The Client agrees to keep these payment details uptodate and respond to notifications of expiring or cancelled cards in a timely manner.
4.4 If a payment fails on the renewal date a written notice will be issued to the Client requesting them to update to the payment details. If the Client fails to update this payment information and complete a successful payment within 15 days of a failed payment notification this Agreement will be terminated with immediate effect under Clause 9.3.9.
4.5 Each Party shall:
4.5.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;
4.5.2 at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them;
4.6 Up to 30 days of the Service Provider beginning to provide the Services the Client my Terminate this agreement under clause 9 and recive a refund of fees paid for the Services up to that date. After 30 days notice must be given under sub-clause 9.2.
5. Liability, Indemnity and Insurance
5.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
5.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum of £500.
5.4 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5.5 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client failing to make payment after a notification of failed payment has been issued under sub-Clause 4.4.
5.6 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.7 Subject to sub-Clause 5.3 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.
5.8 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
5.9 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6.1 The Service Provider shall guarantee that the product of all Services provided will be free from any and all defects for a period that shall be defined in the Agreement.
6.2 If any defects in the product of the Services appear during the guarantee period set out in the Agreement the Service Provider shall rectify any and all such defects at no cost to the Client.
7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 1 year after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
18.104.22.168 any sub-contractor or supplier of that Party;
22.214.171.124 any governmental or other authority or regulatory body; or
126.96.36.199 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 the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 188.8.131.52 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 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 Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure
8.1 No Party to the Agreement 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.
8.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
9. Term and Termination
9.1 The Agreement shall come into force on the agreed Commencement Date and shall continue, subject to the provisions of Clause 9 of the Agreement.
9.2 Either Party may terminate the Agreement by giving to the other not less than 1 months written notice, to expire on or at any time after the minimum term of the Agreement (which is 1 Subscription Period).
9.3 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.3.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 15 Days of the due date for payment;
9.3.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
9.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
9.3.7 the other Party ceases, or threatens to cease, to carry on business;
9.3.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010; or
9.3.9 The Client fails to make a successful renewal payment as as per sub-clause
9.4 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.5 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
10. Effects of Termination
10.1 Upon the termination of the Agreement for any reason:
10.1.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
10.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
10.1.4 subject as provided in Clause 10 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
10.1.5 each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
11. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
12. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
15. Assignment and Sub-Contracting
The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Service Provider.
All times and dates referred to in the Agreement shall be of the essence of the Agreement.
17. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
18.1 Neither Party shall, for the Term of the Agreement and for a defined period of 1 year after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.
18.2 Neither Party shall, for the Term of the Agreement and for a defined period of 1 year after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
19. Third Party Rights
19.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
19.2 Subject to Clause 19 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
20.1 All notices under the Agreement 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.
20.2 Notices shall be deemed to have been duly given:
20.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
20.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
20.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
20.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
21. Entire Agreement
21.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
21.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
23. Dispute Resolution
23.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
23.2 If negotiations under sub-Clause 23.1 of the Agreement do not resolve the matter within 60 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
23.3 If the ADR procedure under sub-Clause 23.2 of the Agreement does not resolve the matter within 60 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
23.4 The seat of the arbitration under sub-Clause 23.3 of the Agreement shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
23.5 Nothing in Clause 23 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
23.6 The decision and outcome of the final method of dispute resolution under Clause 24 of the Agreement shall be final and binding on both Parties.
24. Law and Jurisdiction
24.1 The Agreement and these Terms and Conditions (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.
24.2 Subject to the provisions of Clause 24 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.