Terms & Conditions
Please read these terms and conditions carefully before purchasing Subscriptions or accessing our Services. These terms and conditions apply whenever you use the Services, regardless of whether you pay to use them or not.
1. INTRODUCTION
1.1 These are the terms and conditions (T&Cs) upon which you use or access our Services. The Services are not intended for use by consumers, it is for business use only. Employers may purchase the Services on behalf of their consultants and employees.
1.2 The Services are provided on an “as is” and “as available” basis. We reserve the right to modify or discontinue, temporarily or permanently, any part of our Services from time to time. Where this is the case, we will let you know as soon as reasonably practicable.
1.3 These T&Cs refer to our Privacy Policy and Cookie Policy, which also apply to your use of our Services.
1.4 The Services are currently accessible only via a desktop/PC only and cannot be accessed via a mobile device or tablet.
1.5 By accessing our Services, you confirm that you accept these T&Cs and that you agree to comply with them. We may amend our T&Cs from time to time, so every time you wish to use our Services, please check the current T&Cs to ensure you understand the T&Cs that apply at that time. If you do not agree to these T&Cs or any future variation of these T&Cs, you should immediately stop using the Services. These T&Cs were most recently updated on October 1st 2022.
2. CONTACT DETAILS
2.1 Our Site and Communication Channels are owned and operated by RADNB Limited (trading as “RADNB”), incorporated and registered in England and Wales with company number 12540624 whose registered office is at Ridgeways, Church Street, Stonesfield, Witney, England OX29 8PS. (RADNB, our, we, us).
2.2 To contact us, please email [email protected]
2.3 If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you registered with us. When we use the words "writing" or "written" in these T&Cs, this includes emails.
3. DEFINITIONS
3.1 The following definitions apply throughout these T&Cs:
(a) Annual Subscription means a subscription to access the software tools on our Site on an annual basis.
(b) Business Hours means 9:00 – 17.30 Monday to Friday in the UK, on days that are not public holidays in England.
(c) Calendar Month means the duration from and including a numeric day in one month, to the day immediately preceding the corresponding numeric day in the next month (for example, from 16 July to 15 August), with the first day being the day on which you commenced your Subscription to the Site;
(d) Calendar Period: Calendar Month or Calendar Year, as the context requires in light of the duration of the initial Subscription;
(e) Calendar Year means the duration from and including a numeric day in one year, to the day immediately preceding the corresponding numeric day in the next year (for example, from 16 July 2021 to 15 July 2022), with the first day being the day on which a Subscription commences;
(f) Communication Channels means our social media channels, newsletter communications and any other channels through which we promote our Services;
(g) Content means any materials and/or information which we make available to you or your Users in connection with the Services;
(h) Feedback has the meaning given to it in clause 8.5;
(i) Intellectual Property Rights means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
(j) Mapping Content means the content (including images) uploaded by a User to construct a personal database of brands within the “Mapping” section of the Site;
(k) Monthly Subscription means a subscription to access the software tools on our Site for a fixed number of months;
(l) RADNB has the definition given in clause 2.1;
(m) RADNB Map means the framework and model represented as a map showing 60 archetypes and their primary emotional needs and narrative positioned on a map against 15 primary emotional needs;
(n) Services means our Site, our Communication Channels and/or Subscriptions;
(o) Site means www.radnb.com and any platform, portal or interface provided by us as part of a Subscription];
(p) Subscription means a paid subscription (including both Monthly Subscriptions and Annual Subscriptions) to access software tools on our Site including an online brand mapping tool which allows Subscribers to access a database of materials connected with archetypal emotional drivers and related subscriber tools and services;
(q) Subscribers means organisations or individuals operating a business (not in their capacity as consumers) who subscribe to our Services;
(r) Subscription Licence means each Subscription that comprises a Bulk Subscription;
(s) Third-Party Resources has the meaning given in clause 6.1;
(t) User Content means content uploaded or posted to our Site by Users, including (but not limited to) blog posts in our community forum, contributions (including verbal contributions) to live or recorded webinars, podcasts, panel discussions, masterclasses and in-person events, images, photos, text, audio material, video material, audio-visual material, live chat or messenger messages and Mapping Content;
(u) Users, you or your means our Site users, visitors to our Communication Channels, recipients of our communications, and our Subscribers (as applicable);
and
(v) Your Content has the meaning given to it in clause 4.3(f).
4. ACCEPTABLE USE
4.1 Content of the Services
(a) We make the Services available on an ‘as is’ basis and, to the fullest extent permitted under applicable law, we disclaim any implied terms as to title, merchantability, fitness for a particular purpose and non-infringement.
(b) We may update and change our Site from time to time to reflect changes to our Services, our users' needs and our business priorities.
(c) Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
(d) The Site may include User Content. You accept that this content may not have been verified or approved by us, that we make no representations, warranties or guarantees (whether express or implied) that such content is accurate, complete or up to date, and that the views expressed by other users on our Site do not represent our views or values.
(e) From time to time, we may update or amend our Services, for example to reflect changes in our customer base and industry trends. This includes adding, removing and amending software tools and features in our sole discretion. This means the tools and features available on the Site may vary slightly from those marketed via our Site landing pages and Communication Channels. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to these T&Cs and the continued use of the Services after any such changes shall constitute your consent to such changes.
4.2 Accessing the Services
(a) You are responsible for configuring your information technology, computer programmes and platform to access our Site.
(b) We do not guarantee that our Services, or any content contained on the Site, will always be available or be uninterrupted. You accept that we may suspend, withdraw or restrict the availability of all or any part of our Services for business and operational reasons, as may the third party software providers on which we rely from time to time to keep our Services operational.
(c) Although you can use parts of the Site as a guest, you may choose to register for a Subscriber account in order to unlock additional functionalities, in which case you will have to provide certain information about yourself as prompted during the account registration process. This information may include (but is not limited to) your name, address, company, email address, telephone.
(d) You must ensure that all information which you or any User provides to us in relation to creating an account (“login details”) is accurate and let us know if any updates or changes are required.
(e) Login details are confidential, and you and/or your Users must keep them safe. Login details must not be shared with anyone else and if you or a User suspect or know that someone else knows or has access to your login details you must notify us promptly at [email protected].
(f) We have the right to disable any User’s login details, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these T&Cs.
(g) You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these T&Cs and other applicable terms, and that they comply with them.
(h) You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, our Site. If you suspect or become aware of any such unauthorised use of our Site (including your account, if applicable) or any other breach of its security, you shall immediately notify us of any details reasonably required in connection with such unauthorised access.
(i) You can delete your account at any time, for any reason, by accessing Settings and clicking 'Cancel Account'.
(j) We reserve the right to temporarily disable your account if your usage significantly exceeds the usage limits of your Subscription. We will use our reasonable endeavours to contact the account owner before taking any action, except in rare cases where the level of use may negatively impact the performance of the Services for other users.
4.3 Uploading or posting content to our Site
(a) All User Content must comply with these T&Cs.
(b) Any facts comprised in User Content must be accurate and any opinions must be genuinely held.
(c) User Content must comply with all applicable laws in England and Wales and in any other country from which such User Content can be viewed and not be in contempt of court.
(d) User Content must not:
(i) be defamatory of any person; be obscene, offensive, hateful or inflammatory; be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; promote violence or any illegal content or activity; or bully, insult, intimidate, humiliate, harass, upset, embarrass, alarm or annoy any other person;
(ii) include pornographic, indecent, obscene, or child sexual abuse material;
(iii) promote discrimination of any kind, including discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(iv) infringe any Intellectual Property Rights;
(v) be likely to deceive any person, or give the impression that your contribution emanates from us if this is not the case;
(vi) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(vii) impersonate any person or organisation or misrepresent your identity or affiliation with any person or organisation;
(viii) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse, or contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, made are likely to understand such statement as constituting a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
(ix) offer for sale any products or services by you or third parties or include links to any third party website.
(e) In relation to User Content that you upload or post to our Site (“Your Content”), you warrant that:
(i) Your Content complies with the standards set out in these T&Cs;
(ii) You are the sole legal and beneficial owner of all the rights and interests in, Your Content;
(iii) Your Content is your original work and has not been copied wholly or substantially from any other source; and
(iv) our use of Your Content (as granted in these T&Cs) will not infringe the rights of any third party.
(f) You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of the warranties contained in clause 4.3(f).
(g) If you access User Content, you accept that we are not responsible for such User Content and therefore make no representations, warranties or guarantees, whether express or implied, that the User Content is accurate, complete or up to date or that your use of such User Content will not infringe third party rights (including intellectual property rights). We exclude all liability to you, to the fullest extent permissible by law, for any loss that you suffer as a result of your access to, and/or use of, User Content, whether such loss arises from our negligence or otherwise.
(h) We have the right to immediately remove (temporarily or permanently) any posting you make on (or messages you send through) the Site, if, in our sole discretion, we believe your posts or messages do not comply with the standards set out in these T&Cs.
(i) Any content you upload or post to our Site (including User Content but excluding Mapping Content) will be deemed non-confidential and non-proprietary. Unless otherwise agreed, you retain all of your ownership rights in such content. You hereby grant to us a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive, royalty free, transferable licence to use, store, copy and modify such content (including any User Content) for the purposes of providing the Services, improving and developing the Services and making it available to third parties at our complete discretion.
(j) You accept that we reserve the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site or Communication Channels constitutes a violation of their Intellectual Property Rights, or of their right to privacy.
(k) Except as permitted by these T+Cs, you agree not to distribute or make available any User Content uploaded or made available by us or other users of the Site.
(l) You are solely responsible for securing and backing up your content.
(m) You agree to not use the Site to generate unsolicited advertisements or spam, or to use any automatic or manual process to search or harvest information from the Site.
(n) We may offer Users the opportunity to attend webinar training sessions whereby they may have the ability to upload or share information and materials through facilitated group sessions online, including through chat rooms and instant messaging services (“Training Groups”).
(o) You understand that if a Training Group is hosted through a third-party website or service that you or your User will be responsible for signing up to any necessary accounts with that third-party (at your cost, if any) and for complying with any applicable terms and conditions relating to use of such third-party site or service.
(p) If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures to access the Training Groups, you must treat such information as confidential. You must not disclose it to any third party.
(q) In relation to User participation in a Training Group, you will procure that each User:
(i) Acknowledges and accepts that their participation in such Training Group will be identifiable by other Training Group users (e.g., Users cannot participate on an anonymous basis) and that any information which they choose to share with the Training Group will be available to us and to other Training Group users;
(ii) Acknowledges and agrees not to share any materials shared as part of the Training Group with any third party; and
(iii) Acknowledges and accepts that we may record our live Training Group sessions and publish such sessions on our Site for other Users to access. By participating in a Training Group session, you consent to being featured in such a video recording.
(iv) agrees to comply with the these T&Cs.
(r) You acknowledge and accept that any information or materials shared through a Training Group by anyone other than us has not been verified or approved by us. The views expressed by other users in a Training Group do not necessarily represent our views or values.
(s) If you or your Users do not comply with our T&Cs, we may exclude you or your User(s) from participating in any or all of our Training Group sessions or programs. If we do this, no refunds will be due to you.
(t) If you have a concern or a complaint about content uploaded by another user, please contact us on [email protected].
4.4 Viruses
(a) We do not guarantee that our Site will be secure or free from bugs or viruses, so you should use your own suitable virus protection software. Accordingly, you agree not to hold us accountable for such bugs or viruses.
(b) You must not misuse our Site by knowingly introducing or permitting the introduction of viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the servers on which our Site are stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.
(c) You must not use bots or other automated methods to register accounts on the Site.
5. SUBSCRIPTIONS TO OUR SITE
5.1 In consideration of you paying the applicable fees for a Subscription, and subject to these T&Cs and any other conditions of registration highlighted during the registration process, we will grant you a non-transferable, non-exclusive, non-sublicensable worldwide licence to use the Site for the duration of your Subscription.
5.2 Our acceptance of an order takes place once payment for a Subscription has been received by us and we have sent you an email confirmation. Before this point, we reserve the right to reject or cancel your order, in which case you will be provided with either a refund or an alternative offer (which you may reject in favour of a refund).
5.3 Annual Subscriptions will automatically renew and your chosen payment method will be automatically recharged at the end of each Calendar Period. You will be notified of any upcoming membership renewals one month prior to the end of each Annual Subscription period and will have the option to terminate your Annual Subscription at this time. Monthly Subscriptions shall terminate automatically without notice at the end of the fixed term of the subscription.
5.4 If you commence a discounted Subscription, you accept and agree that once discounted period ends, you will be automatically charged the full price for each subsequent Calendar Period, unless you cancel your Subscription before the end of the discounted Calendar Period.
5.5 You are solely responsible for properly cancelling your Annual Subscription. To cancel your Annual Subscription, either submit your cancellation request via the Site’s Contact Us page, using the subject “Subscription Cancellation”, or click ‘Cancel Account’ within Setings.
5.6 Subject to these T&Cs, if you do not cancel your Annual Subscription before the end of a given Calendar Period and are consequently charged for the following Calendar Period, you will not be eligible for a refund for that following Calendar Period.
5.7 If you cancel or terminate your account before the end of your current paid up Calendar Period for an Annual Subscription, your cancellation will take effect immediately and you will not be charged again (unless you decide to resume a Subscription).
5.8 All of your data will be inaccessible via the Site within 30 days of cancellation or termination of your account. This data will be permanently deleted from backups and logs on cancellation or termination. Once permanently deleted, you accept that the information cannot be recovered. You are therefore advised to export or otherwise ensure you have copies of back-ups of your data prior to this date.
5.9 Unless we are able to receive payment for your Subscription using the payment method you have provided to us, your account will be suspended and inaccessible to you.
5.10 Our prices are subject to change upon 30 days’ notice. Such notice may be provided at any time via a post on the Site or via our Communication Channels.
5.11 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Where required, we may collect those taxes on behalf of taxing authorities and remit those taxes to taxing authorities.
5.12 Users agree not to attempt to buy a Subscription if they are under the age of eighteen (18), or to permit or facilitate access to our Services for anybody under the age of eighteen (18). If a user is unable to provide valid identification on request, their Subscription will be terminated immediately and no refunds will be provided.
5.13 We may terminate your Subscription and/or account immediately and without liability if you abuse (including verbal, physical, written or other forms of abuse, as well as threats of abuse or retribution) any of our employees, agents or contractors.
5.14 If you wish to terminate your account and/or Subscription for a reason set out below, you must inform us immediately in writing, at which point the account will close and/or the Subscription will end immediately, and we will refund you for any Services which have not been provided. The reasons are:
(a) We have told you about a change to the Services which will directly affect your order (for example, if the change means you will not receive the precise Services anticipated at the time of placing your order) and you consequently do not wish to proceed;
(b) We have told you about an error in the price or description of the Services you have ordered and you consequently do not wish to pay the correct price or accept the Services in the form that they will otherwise be provided;
(c) We have informed you that there is a risk that the supply of the Services may be significantly delayed because of events outside our control, and you consequently do not wish to proceed;
(d) We have suspended supply of the Services for technical reasons, or we notify you that we are going to suspend them for technical reasons, in each case for a period of more than 10 consecutive days; or
(e) You have a legal right to end the contract because of something we have done wrong.
6. THIRD-PARTY WEBSITE & RESOURCES
6.1 Third-party resources
(a) Where our content and materials contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked platforms, their products or services, or the accuracy of information you may obtain from them.
(b) We have no control over the contents of those third-party sites or resources and they are subject to their own terms and conditions and privacy policies.
(c) You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage, loss or cost caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such linked platforms. Your use of such platforms is at your sole risk.
(d) You acknowledge that we are not affiliated with or connected to any of the brands that feature in our Services.
6.2 Linking to our Services
(a) You may link to our Services, provided you do so in a way that is fair and legal, does not damage our reputation or take advantage of it, and does not suggest any form of association, approval or endorsement on our part where none exists.
(b) You must not establish a link to our Services in any websites or resources that are not owned by you, unless you have been given express permission to do so by the owner of such websites or resources.
(c) Our Services must not be framed on any other website or within any resources.
(d) We reserve the right to withdraw linking permission at any time and in our sole discretion.
(e) If you wish to link to or make any use of our Services other than as set out in these T&Cs, please contact us.
7. LIMITATIONS ON USE OF THE SERVICES
7.1 Excepted as permitted by these T+Cs, you must not:
(a) print off, print screen, download, copy, modify, record, duplicate, reproduce, create derivative materials from, modify, frame, mirror, republish, transmit, distribute, display, share, distribute, transmit, retransmit, transfer, disseminate, broadcast, circulate or otherwise use the Content and/or the Services or any portion of the Content and/or Services, including any portion of the text, images, audio, videos, pages, structures, HTML, CSS, JavaScript or visual design elements that comprise our Services in any form or by any means (Sharing Content) without our prior written consent;
(b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human readable form all or any part of the Content or the Services;
(c) use the Content and/or the Services to provide services to third parties;
(d) assist third parties in obtaining access to the Services;
(e) use the Content and/or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these T&Cs; or
(f) act fraudulently or maliciously, for example, by decompiling the Site or inserting malicious code, including viruses, or harmful data, into the Site.
7.2 We consent to you Sharing Content within your company for internal business only. Further, we consent to you Sharing Content with your clients, potential clients, contractors and consultants (together the “Recipients”) provided that you require the Recipients to keep such content confidential and for use for their own internal business purposes only.
7.3 Where we consent to you Sharing Content, you agree that our status (and that of any identified contributors) as the authors of the relevant content must always be acknowledged, and that we can withdraw our consent at any time (at which point, you will return, remove and/or destroy the content and any copies thereof, at our request and in our sole discretion, as soon as practicable).
7.4 You agree that we shall have the following rights:
(a) the right to terminate your access to the Site (including any account you may have registered with us) without notice at any time following your unauthorised use of the Site, or your breach of these T&Cs;
(b) the right to amend, update or remove User Content, Subscription prices, and available payment methods from time to time, without notice and in our sole discretion; and
(c) the right to report you to the police or other judicial body if we believe in our sole and absolute discretion that your conduct is or may be unlawful.
7.5 You warrant that you will not use any information provided by RADNB or Content to provide or perform a service which creates a functional substitute to or is in anyway similar to RADNB Services, to compete with RADNB nor use such information or Content in any manner which would be restricted by any copyright or any Intellectual Property Rights subsisting in the Content.
7.6 You will indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you and/or your User of the terms of clause 7.5.
8. INTELLECTUAL PROPERTY
8.1 We claim no Intellectual Property Rights over the materials you upload to the Site, in so far as you are the creator or owner of such materials.
8.2 Subject to clause 8.1, you acknowledge and agree that unless otherwise specified, and subject to these T&Cs, we are the owner or the licensee of all Intellectual Property Rights in our Content and Services, including the material published on our Site and any software, logos, branding or domains contained within or made available through the Site. Those works are protected by copyright laws and treaties around the world and all such rights are reserved. Unless otherwise specified in these T+Cs, you are not permitted to use any such Intellectual Property Rights without the prior written consent of the owner and you may not sub-license, assign or otherwise transfer or deal in any way with the rights granted to you under these T+Cs.
8.3 The Site and the RADNB Map is copyright of RADNB. Unless specified in these T&Cs, you may not, except with our express written permission, distribute or commercially exploit the content.
8.4 These T&Cs do not grant you any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
8.5 You are not permitted to use our business name, trading name, logos or branding without our approval and you shall not remove or in any manner alter any logo, brand name, product identification, proprietary mark, trade mark notice, copyright notice, or other notices contained in or comprising part of the Services.
8.6 By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that:
(a) your Feedback does not contain the confidential or proprietary information of third parties;
(b) we are under no obligation of confidentiality, express or implied, with respect to the Feedback;
(c) we may have something similar to the Feedback already under consideration or in development; and
(d) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback.
9. LIABILITY
9.1 If you have any questions or complaints about our Services, please contact us.
9.2 We do not warrant that:
(a) the Services will meet your specific requirements;
(b) the Services will be uninterrupted, timely, secure, or error-free;
(c) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations;
(d) the Site will be free of viruses or anything else which may be harmful or destructive; and/or
(e) any errors in the Services will be corrected.
9.3 You accept that we shall not be liable to you or any third party in connection with any price change, or modification, suspension or discontinuance of the Services.
9.4 You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising from or in relation to any breach by you or a User of these T&Cs, the Subscription and/or our Privacy Policy.
9.5 All Services are supplied without a warranty of any kind (express or implied) from us. You agree that, to the fullest extent permitted by law, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any direct, indirect or consequential loss, however so arising under these T&Cs. Accordingly, you agree not to hold us responsible for any loss or other damages which you may suffer in connection with you ordering, accessing, downloading, taking delivery of, or relying on our Services in any way.
9.6 We shall have no liability to your under these T&Cs if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, acts of God, wars, riots, civil commotions, malicious damage, epidemics, pandemics, compliance with any law or governmental orders, rules, regulations or directions, accidents, breakdowns of plant or machinery, fires, floods, storms or default of suppliers or subcontractors, provided that we notify you of such an event and its expected duration (if we are aware of such event and an estimation is feasible).
9.7 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.
9.8 We exclude all implied conditions, warranties, representations or other terms that may apply to the purchase, access or use of our Services.
9.9 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, our Services, or your use of or reliance on any content forming part or all of our Services.
9.10 In particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
10. DATA PROTECTION
10.1 We will only use your personal information as set out in our Privacy Policy.
11. ENTIRE AGREEMENT
11.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
11.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
11.4 Nothing in this clause shall limit or exclude any liability for fraud.
12. ADDITIONAL CLAUSES
12.1 Technical support in relation to the Services is currently only provided via email/online. We will reply to you as soon as possible, but generally replies will only be sent during Business Hours.
12.2 You shall not, without our prior written consent, sublicense, assign, transfer, charge or sub-contract any element of the Services or any of your rights or obligations under these T&Cs to any third party, whether with or without consideration, without our prior written consent.
12.3 Provisions of these T&Cs that expressly or by their inherent nature should survive termination or expiry of these T&Cs shall survive termination or expiry and shall continue to have effect and be binding.
12.4 These T&Cs do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.5 If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these T&Cs.
12.6 No failure or delay by us to exercise any right or remedy provided under these T&Cs 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.
12.7 These T&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes or claims).