Terms of Service

 

 

BY PURCHASING, ACCESSING AND/OR USING ALL OR ANY PART OF OUR SERVICES YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE (“TERMS”), AS UPDATED BY US FROM TIME TO TIME.

 

PLEASE READ THESE TERMS OF SERVICE FULLY AND PAY PARTICULAR ATTENTION TO THE LIMITATION ON LIABILITY (CLAUSE 11).

 

IF YOU ARE ACCEPTING THESE TERMS FOR AND ON BEHALF OF A BODY CORPORATE OR OTHER LEGAL PERSON, YOU WARRANT AND REPRESENT TO US THAT YOU HAVE THE REQUISITE AUTHORITY TO BIND THEM TO THE AGREEMENT.

 

1. The Agreement
   • These Terms, together with the Order (as defined below) and any documents incorporated by reference, constitute the “Agreement” between the legal person or entity specified in the Order (“Customer”, “you’, “your”) and either (i) Away From My Desk Limited (company number 07333624); or (ii) Away From My Desk Remote Support Limited (company number 09711508), as specified in the Order. The registered office of both entities is 20 Apex Court, Woodlands, Bradley Stoke, Bristol BS32 4JT (“Away From My Desk”, “we’, “us”, “our”).

 

• The following definitions apply to the Agreement:

 

“Order” means the written order for the Services, whether completed and submitted by the Customer online or otherwise agreed by the parties, detailing the Services, Subscription Fees and other terms relevant to the performance of the Agreement;

 

“Services” means the remote access, remote support and/or other software-as-a-service- offerings made available by us and purchased by you, as set out in an Order;

 

“Service Descriptions” means the written specification(s) of the Services, including any service-specific additional terms, provided by us from time to time;

 

“Subscription” means the Customer’s subscription to the Services, as set out in the Order, for the Subscription Period set out therein or as defined in clause 4;

 

“Subscription Fees” means the fee(s) payable by you to us for the Services, as set out in the Order and as varied in accordance with these Terms;

 

“Support Services” means our standard support services, as further described in clause 5;

 

“Use Levels” the Services usage levels by which we measure and price the Service offerings; and

 

“Website” means the website via which the Services are made available, being awayfrommydesk.com or such other domain(s) as we may specify from time to time.

 

• The following rules of interpretation apply to the Agreement:
  • any clause, schedule or other headings in these Terms are included for convenience only and shall have no effect on the interpretation of the Agreement;
  • a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
  • a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
  • words in the singular include the plural and vice versa;
  • any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
  • a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form, including email; and
  • a reference to any law or legislation is a reference to that law or legislation as amended, recast, replaced, extended, re-enacted or consolidated from time to time and includes all subordinate legislation made from time to time under that legislation.

 

 

2. ORDERING, SUPPLY AND USE OF THE SERVICES

 

• You may place an Order for the Services using our current ordering processes. All Orders constitute an offer by you to purchase the applicable Services on the terms set out therein and subject to these Terms. We shall be deemed to accept an Order on the earlier of: (i) providing written confirmation of acceptance; or (ii) providing access to the Services (“Effective Date”). Acceptance of your Order may be subject to our verification processes. Each Order shall be treated as a separate and independent Order, subject to these Terms.

 

• As from the Effective Date, and subject to you paying the applicable Subscription Fees, we grant you a limited, non-exclusive licence to access and use the Services, via our Website or other means provided by us from time to time, for your internal business purposes. You agree to use the Services in accordance with the Use Levels. You may use our Services only as permitted on these Terms, and your use must comply with our Privacy and Cookie Policy, which is incorporated herein.

 

• Support Services are included in the Subscription Fee for the Subscription Period, Trial Period and Free Services Period only.

 

• If your practice partners and/or affiliates use our Services, you warrant that you have the authority to bind those partners and/or affiliates and you agree that you shall remain primarily liable under these Terms for the acts and omissions of those partners and/or affiliates.

 

• Limitations on Use. By using our Services you agree on behalf of yourself and your users, not to:
  • modify, adapt, prepare derivative works of, or reverse engineer, any part of our Services (including the Website and/or any software used to provide the Services);
  • knowingly or negligently use our Services in a way that abuses or disrupts our or any third party’s networks, user accounts, or access to and availability of the Services;
  • transmit through the Services any harassing, defamatory, prejudicial, discriminatory, fraudulent or unlawful material;
  • market, distribute, sub-license or resell the Services to any third party;
  • use the Service in violation of our policies, applicable laws, or regulations;
  • use the Services to send unauthorised advertising, or spam;
  • use your access to the Services in order to develop any similar or competing product or service;
  • harvest, collect or gather user data without their consent; or
  • transmit through the Services any material that may infringe the intellectual property or other rights of third parties.

 

• We reserve the right to enhance or modify features of our Services but will not materially reduce the core functionality or discontinue any Services unless we provide you with prior written notice. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost.

 

• You acknowledge that we retain all proprietary right, title and interest in the Services, our name, logo or other marks (together, the “Away From My Desk Marks”), and any related Intellectual Property Rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Away From My Desk marks or is similar to any of those.

 

3. FEES AND PAYMENTS

 

• You agree to pay all applicable, undisputed Subscription Fees as per the Order and any invoice issued by us. Except as set forth in clause 3.5 below, any and all payments you make to us for access to the Services are final and non-refundable. You are responsible for all Subscription Fees and charges imposed by your voice and data transmission providers related to your access and use of the Services.

 

• You are responsible for providing accurate and current billing, contact and payment information to us. We may agree to submit invoices via a Customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals provided that full information is received prior to the Effective Date. We reserve the right to refuse to use any Customer procure-to-pay portal or Electronic Data Interchange (EDI) portal without notice.

 

• We reserve the right to update the price for Services at any time after your Subscription Period, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our Website, emailing, quoting or invoicing you.

 

• Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your Subscription Period, any such discounted pricing offers may expire. We reserve the right to discontinue or modify any credits, sales and special promotional offers at our sole discretion.

 

• Disputes and Delinquent Accounts You must notify us of any fee dispute within 14 days of the invoice date, and once resolved, you agree to pay those fees within 14 days. We may suspend or terminate your access to the Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.

 

4. SUBSCRIPTIONS

 

• Subscription Period. Your initial commitment for any Order will be specified in the Order, or if no term is specified, your initial commitment will be 12 months from the Effective Date of the Order (“Subscription Period”). We may agree to align the invoicing under multiple Orders but this will not reduce the term of any Order. Terminating specific Services does not affect the term of any other Services still in effect. We will contact you approximately six (6) weeks before the end of your Subscription Period to provide a quotation for renewal by email.

 

• Trial Period. If you are using the Services on a trial basis (“Trial Period”), your Trial Period and access to the Services will terminate (i) at the end of the Trial Period as stated on the details we provide to you; (ii) 30 days after your initial Installation of our Services; or (ii) on conversion to a Subscription. During the Trial Period, these Terms apply. We may modify or discontinue any trials at any time without notice. Trials are provided on a free of charge basis, however, we reserve the right to change this without notice.

 

• Free Services Period. If you are using the Services on a free basis (“Free Services Period”) this will run in line with the Subscription Period as defined above. The Effective Date will be the date from which we agree to provide a Free Services Period and will terminate on the earlier of (i) the date notified to you at the start of your Free Service Period by email, or (ii) 12 months after the Effective Date. Your right to access and use any free Services is not guaranteed for any period of time and we reserve the right, at our sole discretion, to limit or terminate your use of any free Services by any individual or entity. During the Free Services Period, these Terms apply.

 

• User Details. Individual login user details (“User Details“) will be provided to you upon setup of your Subscription. User Details will be sent to you by email to your registered email address and, where there are multiple users, to the designated email address(es) for those users. Usernames, passwords, secret and memorable words are all generated by a random word generator and are not able to be personally selected. We use our best efforts to ensure that these are easily memorable and, where possible, we will try to ensure that they form a short phrase or sentence. You are responsible for safeguarding passwords and ensuring that they are kept separately to your Secure Token (where applicable). We will not be liable for access to your system through your disclosure or the loss or theft of your password information.

 

• Windows Username and Password. We will never ask for your Windows username or password. You are responsible for ensuring that your Windows or computer login details remain confidential and that they are changed from the default details which may be easily guessed. We accept no liability for disclosed Windows usernames or passwords to any other party or for your failure to change those details to suitable, secure details.

 

• Account and Personal Information. You are responsible for updating your contact information with us including, but not limited to any changes to your name, current email address, organisation name, address and telephone number. We may need to use these to contact you should there be any issues regarding your account with us, to provide relevant quotations at renewal and for important security updates or information. All information will be held securely and in accordance with applicable data protection legislation and current industry standards. We reserve the right to suspend your Subscription Period where we are unable to contact you after making reasonable attempts by email, phone and mail for security purposes.

 

• Account Suspension. We reserve the right, without liability to you, to suspend your Subscription where you are in default of your obligations under these Terms or we have reasonable grounds to suspect that your User Details have been compromised. If we suspend your account for non-payment, your access will not be reinstated until payment in full has been received. If we suspend your account due to not being able to contact you and update your account or personal information as per clause 4.6, your access will be reinstated once you have contacted us and confirmed your identity and new contact details.

 

5. SUPPORT SERVICES

 

• Support Services comprise technical support in connection with the use of our Services (“Technical Support“) and installation of our Services (“Installations“), each as further described in this clause.

 

• Technical Support. Technical Support covers any login or usage issues whilst using our Services. Our support team opening hours are stated on our Website and on our emails. Technical Support is provided in connection with our Services only and not in relation to any associated hardware, network, system or connectivity issues. You are responsible for ensuring suitable internet connection at both ends of your connection and the maintenance and payment of those services. Subject to these Terms, we will use our reasonable endeavours to correct any issues you may be having with our Services or to provide a corrected version of our Services or updates or improvements to the Services as soon as practicable after being notified.

 

• Technical Support Limitations. Technical Support does not include the correction of any defects due to (i) Windows access issues such as username or password; (ii) you not giving a sufficiently detailed description of the defect to enable us to identify the defect and to perform the Technical Support including time to access, assess and rectify the issues; (iii) any improper or unauthorised use or operation of our Services; (iv) issues relating to your internet connection at either end of the connection; or (v) issues relating to software packages installed on your computer accessible by using our Services.

 

• Installations and, where necessary, re-Installations are provided on an appointment basis. Appointments must be made in advance and are actioned via the internet and over the telephone. You will need to arrange an appointment for Installation services between the hours of 9am and 5pm Monday to Friday, outside of these hours may be available at our sole discretion and there is no guarantee of other appointments being available. Appointments are made on a first come, first served basis. We aim to provide appointments within 24 hours during working days for the times above but at busy times this may not be possible. For your Installation, you will need to be logged into the computer you wish to gain access to with “local administration rights” for us to install the Services (including associated software) onto your machine. Our Services and associated software are fully managed by us so are not able to be installed by any third party, unless by prior agreement in writing (which we may withhold in our sole discretion). The software via which the Services are provided will require permanent access to your machine in order to connect it to our Services.

 

• Installation Limitations. We will not be responsible for any delay in the provision or unavailability of the Services where attributable to us being unable to install our software onto your machine due to you not have sufficient administration rights or appropriate system/software credentials, approvals or configurations. If your systems are managed by a third party, for example an external IT provider, you are responsible for obtaining the appropriate access and/or rights from the third party prior to Installation. If we are unable to complete Installation for any reason(s) described herein, you are responsible for taking the necessary remedial steps and arranging a new appointment based on our then current availability for your Installation.

 

• Your Commitment to Support Services. Our provision of Technical Support is subject to you (i) giving us an accurate and detailed description of the technical issues you are having with our Services, (ii) contacting us at your earliest opportunity to inform us of any issues you may be having, and (iii) giving us sufficient time and access to your machine in order to assess and fix the issues.

 

• Inability to fix Technical Issues. If, for any reason, we are unable to correct the technical difficulties that you are experiencing within the initial 24 hours of your report we will endeavour to correct the Services defect within 30 days. If we are unable to correct this within that 30-day time period you may terminate this Agreement in accordance with clause 7.

 

6. YOUR CONTENT AND ACCOUNTS

 

• Your Content. You retain all rights to your Content and we do not own or obtain any rights in or to your Content in connection with this Agreement. “Content” means any of your, or your users’ or recipients’ files, documents, recordings, and other information that is used, presented or shared with third parties in connection with or via the Services.

 

• In connection with the performance of the Services, it is agreed that we shall not hold or process any personal data for or on behalf of the Customer. If it is determined by the parties that we will process personal data on your behalf, we each agree to enter into a separate data processing agreement.

 

• Your Accounts. You are solely responsible for (i) all use of the Services by you and your users, (ii) obtaining consent from your users to the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Services or terminate the Agreement if you or your users are using the Services in a manner that is likely to cause harm to us. You agree to notify us immediately and terminate any unauthorised access to the Services or other security breach.

 

7. TERMINATION

 

• This Agreement will terminate at the end of your Subscription Period, Trial Period, or Free Services Period (as applicable) without notice from you or us.

 

• Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business.

 

• Effect of Termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services. Termination will not affect any rights, liabilities and/or claims arising prior to the effective termination date. If we discontinue Services in accordance with Clause 2.6, the related Order will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. Otherwise, you agree to pay for any use of the Services past the date of expiration or termination, including any unexpired portion of the Subscription Period as at the date of termination.

 

• Any clauses that expressly or impliedly survive termination or expiry of the Agreement, including but not limited to Clauses 1, 3, 7.3, 7.4, 10.2, 10.3, 11, and 13, shall continue in full force and effect.

 

8. SECURE TOKENS

 

• Use of Secure Tokens. We advise the use of a secure token (“Secure Token”) to access our Service for additional security. In some cases, for example, for use within the National Health Service (NHS) this will also increase your compliance with the terms of the Information Governance Obligations. A Subscription Fee for the Secure Token will be automatically added to your Order (quotation or invoice) unless you choose to opt out in accordance with clause 8.2.

 

• Opt Out. You may opt out of using our Secure Token by completing and returning a ‘Token Opt Out Form’ to us by fax, email or post. Please contact us if you wish to receive the relevant form to complete.

 

• Loan Basis. Secure Tokens for use with our Services are provided on a loan basis for use for the duration of your Trial Period, Subscription Period or Free Service Period only. Title in the Secure Tokens remains with us and you agree not to sell, transfer or otherwise dispose of the Secure Tokens. Upon termination of the Services, the Secure Token must promptly be returned to us in good condition, as per clause 8.5.

 

• Non-Return of Secure Tokens. Secure Tokens that (i) are not returned to us upon termination, (ii) are lost, misplaced, or stolen, or (iii) are irreparably damaged, will be invoiced for at the current full rate and you agree to pay that invoice in accordance with these Terms.

 

• Return of Secure Tokens. Secure Tokens which are no longer required must be returned to us at Token Returns, Away From My Desk Limited, 20 Apex Court, Woodlands, Bradley Stoke, Bristol BS32 4JT by a secure, tracked, signed for, postal method such as Royal Mail’s ‘signed for’ or ‘special delivery’ services or similar. We recommend that insurance is taken to cover the cost of the Secure Token should it become lost or damaged in the post. You are liable for the costs of returning your Secure Token to us unless expressly agreed in writing by us. You will remain liable for the Secure Token until it has been received by us at the address above. Secure Tokens should be returned to us within 14 days of termination.

 

• Non-Working Secure Tokens. Occasionally a Secure Token will stop working for a technical reason or manufacturing fault. In this instance, following notification from you and any investigation we reasonably deem necessary to assess the cause of the fault, we will, provided the current Subscription Fees are paid up to date, replace the Secure Token. The non-working Secure Token should be returned to us in accordance with Clause 8.5 above. Secure Tokens not returned to us for any reason will be chargeable under Clause 8.4.

 

• Purchase of Secure Tokens. Secure Tokens are not available to be purchased from us outright and similar tokens, not provided directly by us, are not permitted to be used with our Services. Only Secure Tokens provided by us will work for access to our Services.

 

9. LEGAL COMPLIANCE

 

• Compliance with Laws. In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, we will cooperate with fraud prevention, legal or government authorities with respect to the Services. Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for noncompliance with applicable laws.

 

10. WARRANTIES AND DISCLAIMERS

 

• Our Warranty. We warrant that the Services will conform to the Service Descriptions under normal use. Our entire liability and your exclusive remedy under this warranty will be, at our sole option and subject to applicable law, to provide conforming services, or if that is not reasonably practicable, to terminate the non-conforming Services, and provide a pro-rated refund of any prepaid Subscription Fees from the period of non-conformance through the end of the remaining Subscription Period.

 

• WE DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK.

 

• TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

 

11. LIMITATION ON LIABILITY

 

• Neither party excludes or limits its liability under or in connection with the Agreement for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot lawfully be limited or excluded.

 

• SUBJECT TO CLAUSE 11.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA, (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY, (IV) LOST PROFITS, (V) COSTS OF RECOVERY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

 

• SUBJECT TO CLAUSES 11.1 AND 11.2, EXCEPT FOR YOUR BREACH OF SECTIONS 2.5 OR 6 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, IS LIMITED TO AN AMOUNT EQUAL TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY UNDISPUTED FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.

 

12. ADDITIONAL TERMS

 

• Third Party Services. The Services we provide may be linked to other third party sites or applications as detailed in our Service Descriptions (“Third Party Services“). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third Party Services and your use is governed solely by the terms for those Third Party Services. When using our Services you will know when information is transferred to a Third Party Service due to the change in logos, business name and difference in appearance of the site or application. We recommend that you ensure you are familiar with the Third Party Services privacy terms and any relevant terms of use, terms of service and/or acceptable use terms applicable to their sites and services.

 

• Beta Services. We may offer you access to work-in-progress services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services“). You understand and agree that the Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk. We may discontinue provision of Beta Services at any time at our sole discretion and without prior notice to you. These Beta Services are offered “as is”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise in connection with the Beta Services. If you are using Beta Service, you agree to receive related correspondence and updates from us, and acknowledge that opting out may result in cancellation of your access to the Beta Services. If you provide feedback about the Beta Service (“Feedback”), you agree that we own the rights in and to such Feedback and may use the same as we see fit.

 

• Security Emergencies. If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial or service attacks, or other malicious activities, we may temporarily suspend the Services and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken for security reasons.

 

13. MISCELLANEOUS TERMS

 

• You may not assign or transfer your rights or obligations under the Agreement either in whole or in part without our prior written consent, which shall not be unreasonably withheld.

 

• Notices must be sent by personal delivery, overnight courier or registered mail. We may also provide notice to the email last designated on your account, electronically via postings on our Website, in-product notices, or administrative centre. Unless specified elsewhere in the Agreement, notices should be sent to us at our registered office address, as above. Notice is deemed delivered (a) upon personal delivery; (b) for overnight courier, on the second business day after notice is sent, (c) for registered or certified mail, on the fifth business day after notice is sent, (d) for email, when the email is sent, or (e) if posted electronically, upon posting.

 

• Entire Agreement. The Agreement, including your Order and related invoices for Services ordered and these Terms set forth the entire Agreement between us relating to the Services and supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in herein.

 

• Order of Precedence. If there is a conflict between an Order or these Terms, the conflict will be resolved in that order, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by you, including any purchase order issued by you for the purposes of authorising payment, will add to or otherwise modify the Agreement. We may update the Terms from time to time, which will be identified by the last updated date, and may be reviewed at the terms and conditions page of our Website. Your continued access to and use of the Services constitutes your acceptance of the then-current terms.

 

• Enforceability of this Agreement. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

• Independent Parties. Nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to the Agreement will be a third party beneficiary.

 

• Failure to enforce rights and remedies. No failure or delay by a party to exercise any right or remedy provided under the Agreement 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. Except as expressly provided in the Agreement, the rights and remedies provided hereunder are in addition to, and not exclusive of, any rights or remedies provided by law.

 

• Force Majeure. Neither party will be responsible for any delay or failure to perform its obligations under the Agreement (save for any obligation to pay Subscription Fees or other sums properly due under the Agreement) to the extent caused by an event outside of its reasonable control, including but not limited to natural disasters, terrorist activities, activities of third party service providers, labour disputes, and acts of government.

 

• Governing Law and Jurisdiction. The Agreement, its subject matter and its formation, shall be governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Agreement (including non-contractual claims or disputes).

 

 

 

 

Version Control
Title	Terms of Service – AFMD
Author	Jody Morrow
Date	31st August 2023
Approving member of staff	Rob Morrow
Classification of Document	Public
Version Number	1

 

Revision Made	By Whom?	Date	Approved By?	Version
Document Draft Created	Jody Morrow	19th June 2023	Rob Morrow	0
Document Finalised	Jody Morrow	31st August 2023	Rob Morrow	1.0

 

 

Classification Information
Public	Intended for Public Consumption
Internal	Intended for internal use only
Confidential	Sensitive and Critical Information