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Terms of Service


BY USING ALL OR ANY PART OF OUR SERVICES YOU ACCEPT ALL THE TERMS AND CONFITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE THEN YOU MUST NOT USE OUR SERVICES. AWAY FROM MY DESK MAY MODIFY THIS AGREEMENT AT ANY TIME.

PLEASE READ AND PAY PARTICULAR ATTENTION TO THE LIMITATION ON LIABILITY.

The Agreement
These terms create an Agreement ("Agreement") between you ("Customer", "you', "your") and Away From My Desk Limited, a company incorporated in England and Wales with Registered Number 07333624, whose Registered Office is at 20 Apex Court, Woodlands, Bradley Stoke, Bristol BS32 4JT on behalf of itself and its subsidiary company Away From My Desk Remote Support Limited, a company incorporated in England and Wales with Registered Number 09711508, whose Registered Office is at 20 Apex Court, Woodlands, Bradley Stoke, Bristol BS32 4JT ("Away From My Desk", "we', "us", "our"). By accepting these Terms, accepting an Order, or using the Services, you represent that you are of legal age and have the authority to bind the Customer to the Order and these Terms.

1. ACCESS AND USE OF THE SERVICES

1.1. Right to use Services. You agree to use the Services available through our Website at [any starter, including but not limited to www., secure., beta. etc].awayfrommydesk.com ("Website") in accordance with the use levels by which we measure, price and offer our Services as posted on our Website, your Order or the Service Descriptions ("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. We grant you a limited right to use our Services for business and professional purposes. Support Services as defined in Clause 6 for the Services is included in the Subscription Fee for the Subscription Period, Trial Period and Free Services Period only. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with the Agreement. "Services" means our software-as-a-service offerings. "Service Descriptions" includes an overview of the Services, and may include service-specific additional terms. The Service Descriptions are incorporated into these Terms. The Website, software and Services are provided via equipment and resources located in the United Kingdom and other locations within the EU. You consent to having your personal data processed by us in the United Kingdom.

1.2. Limitations on Use. By using our Services you agree on behalf of yourself and your users, not to:
    1.2.1.
Modify, prepare derivative works of, or reverse engineer, our Services;
    1.2.2. Knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the
             Services;
    1.2.3. Transmit through the Services any harassing, fraudulent or unlawful material;
    1.2.4. Market or resell the Services to any third party;
    1.2.5. Use the Service in violation of our policies, applicable laws, or regulations
    1.2.6. Use the Services to send unauthorised advertising, or spam;
    1.2.7. Harvest, collect or gather user data without their consent; or
    1.2.8. Transmit through the Services any material that may infringe the intellectual property or other rights of third       
             parties.

1.3. Changes to Services.  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.

1.4. Proprietary Rights and Away From My Desk Marks. 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.

2. ORDERS, FEES AND PAYMENTS

2.1. Orders. You may order Services using our current ordering processes ("Order"). All Orders are effective on the earlier of (i) the date you accept your quotation, (ii) the date you were invoiced for our 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. A Purchase Order is required for transactions over £10,000 (GBP) unless the Customer does not require a Purchase Order as part of its purchasing processes.

2.2. Fees and Payment You agree to pay all applicable, undisputed fees ("Subscription Fees") for the Services as set forth on the invoice. Except as set forth in Section 2.3 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 upon acceptance of our quotation. 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. "Subscription Fees" includes any fees shown on your invoice for Services, Secure Tokens or administration.

2.3. Sales, Promotional Offers and Pricing. 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.

2.4. 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 also Suspend or terminate your 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.

3. SUBSCRIPTIONS

3.1. Subscription Period. Your initial commitment for any Order will be specified in the Order, or if no term is specified, your initial Subscription Period ("Subscription Period") will be 12 months from the Effective Date of the Order. 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. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date. We will contact you approximately six (6) weeks before the end of your Subscription Period to provide a quotation for renewal by email.

3.2. 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 your Trial User Details, or (ii) 30 days after your initial Installation of our Services, or (ii) on conversion to a Subscription. During the Trial Period all Terms of this Agreement 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.

3.3. 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 above. The Effective Date will be the date from which we agree to the Free Services to being 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, all terms of this Agreement apply.

3.4. User Details. Individual Login User Details ("User Details") will be provided to you upon setup of your Subscription. Your User Details will be sent to you by email to your registered email address. 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. We recommend safeguarding your passwords and to ensure that they are kept separately to your Secure Token and not having them written down to ensure their security. We will not be liable for access to your system through disclosure or loss of password information.

3.5. Windows Username and Password. We will never ask for your Windows Username or Password to ensure that our staff have no access to your Computer and that the connections remain secure. 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.

3.6. Personal Information. To provide you with the best Services and customer care possible we need to ensure that we have the most recent information for you. 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 the UK Data Protection Act and current industry standards. You consent to holding your Personal Information in the UK for the purposes of providing these Services to you. 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.

3.7. Account Suspension. We reserve the right to Suspend ("Suspend") your Subscription Period where necessary for under Clause 2.4 and 3.6. If we Suspend your account no refund will be available for the period it has been suspended and you are unable to use our Services. If we Suspend your account for non-payment under Clause 2.4 the account 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 Personal Information as in Clause 3.6 your account will be reinstated once you have contacted us and confirmed your identity and new contact details.

4. TERMINATION

4.1. Termination of this Agreement. This Agreement will terminate at the end of your Subscription Period, Trial Period, or Free Services Period without notice. Your initial commitment term for any Order will be specified in the Order, or if no term is specified will be 12 months from the Effective Date. Terminating specific Services does not affect the term of any other Services still in effect. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.

4.2. 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, and we may Suspend access or terminate immediately if you breach Clauses 1.2, 7 or 8.

4.3. Effect of Termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue Services in accordance with Clause 1.3 or 6.6, the related Order will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. You agree to pay for any use of the Services past the date of expiration or termination.

4.4. Survival. The provisions of Clauses 2, 4.3, 7, 10, 11, and 12.5 survive any termination of the Agreement.

5. SECURE TOKENS

5.1. 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 5.2.

5.2. 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.

5.3. 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. Upon Termination the Secure Token must be returned to us in good condition.

5.4. Non-Return of Secure Tokens. Secure Tokens that are not returned to us upon Termination, are lost, misplaced, stolen or are irreparably damaged will be invoiced for at the current full rate.

5.5. 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.

5.6. Non-Working Secure Tokens. Occasionally a Secure Token will stop working for a technical reason or manufacturing fault. In this instance we will, provided the current Subscription Fees are paid up to date, replace the Secure Token Free of Charge. The non-working Secure Token should be returned to us in accordance with Clause 5.5 above. Secure Tokens not returned to us for any reason will be chargeable under Clause 5.4.

5.7. 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.

5.8. Payment of Secure Tokens. You agree to pay for the full cost of the Secure Token if it is Lost, Mislaid, Damaged or in any way deemed unusable during your Trial Period, Subscription Period or Free Service Period at the current rate.

5.9. Secure Token Property. The Secure Token will remain our property at all times and is supplied to you for the term of your Trial Period, Subscription Period or Free Service Period only.

 

6. SUPPORT SERVICES

6.1. Provision of Support Services. Support Services are provided as part of your Order for your Subscription Period, Trial Period or Free Services Period for Technical Support with our Services ("Technical Support") and Installation of our Services ("Installations").

6.2. Technical Support. Technical Support covers any login or usage issues whilst using our Services. Our opening hours are stated on our Website and on our emails. This includes Technical Support for our Services only. You are responsible for ensuring suitable internet connection at both ends of your connection and the maintenance and payment of those services. Subject to the Terms below 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.

6.2.1. 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.

6.3. Installations. The Services provided are provided on a Fully Managed Basis ("Fully Managed Service") this means that the administration of accounts, provision of Services and Installation of the Services Software onto your designated machine will be managed and provided by us. 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 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 Software onto your machine. By providing a Fully Managed Service our software is unable to be installed by anyone other than us, unless by prior agreement in writing, we will always require access to your machine in order to connect it to our Services.

6.4. Installation Limitations. We are unable to install our software onto your machine without full access to said machine, if you do not have Local Administration Rights or if you do not have the correct user access details to access that machine and install software. On occasion the machine you wish to gain access to may be locked down and you may need to contact your IT Support Providers in order to access the machine or install software or to gain Local Administration Rights. You are responsible for contacting your relevant IT Support Provider for this access and for arranging a new appointment where your IT Support Provider has given the correct access to your machine and we have any available appointment for your Installation.

6.5. Your Commitment to Support Services. In order to be able to correct technical issues with your Services you will need to (i) give an accurate and detailed description of the technical issues you are having with our Services, (ii) contact us at your earliest opportunity to inform us of any issues you may be having, and (iii) give us sufficient time and access to your machine in order to assess and fix the issues.

6.6. 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 under Clause 4.2.

7. YOUR CONTENT AND ACCOUNT

7.1. Your Content. You retain all rights to your Content ("Content") and we do not own or license your Content. "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 the Service. For the purposes of the UK Data Protection Act, we are not a data controller or a data processor. You agree to comply with all legal duties applicable to you as a data controller by virtue of the submission of your Content within our Services. Your Content is subject to UK Data Protection Laws and is processed as detailed in the Service Descriptions. You are subject to the terms and conditions and privacy policies of any Third Party Services we use as defined in the Service Descriptions and in Clause 12.3.

7.2. 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.

8. LEGAL COMPLIANCE

8.1. 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.

9. WARRANTIES

9.1.Our Warranty. WE WARRANT THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. 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. 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 TO TERMINATE THE NON-CONFORMING SERVICES OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. 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.

10. INDEMNIFICATION

10.1. Indemnity. You will indemnify and defend us against any third party claim resulting from a breach of Clauses 1.2 or 7, or alleging that any of your Content infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and you agree to pay reasonable legal representative's fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with the you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defence and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defence with our own counsel at our own expense.

11. LIMITATION ON LIABILITY

11.1. LIMITATION ON INDIRECT LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (I) LOSS OF DATA, (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY, (IV) LOST PROFITS, (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. NOTHING IN THESE TERMS OF SERVICE EXCLUDES OR LIMITES OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH LAW.

11.2. LIMITATION ON AMOUNT OF LIABILITY. EXCEPT FOR YOUR BREACH OF SECTIONS 1.2 OR 4 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED 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

12.1. 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 Part 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 Policies and any relevant Terms of Use, Terms of Service or Privacy Policies applicable to their sites.

12.2. Beta Services. We may offer you access to Beta 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. 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 ("Feedback") about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.

12.3. 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.

12.4. Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party's prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganisation, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party's successors or assigns.

12.5. Notices. 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 this Agreement, notices should be sent to us at our Registered Address, as above, and we will send notices to the address last designated on your account. Notice is given (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.

13. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE.

13.1. 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.

13.2. Order of Precedence. If there is a conflict between an executed 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 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.

14. GENERAL TERMS

14.1. Enforceability of this Agreement. If any term of this Agreement is not enforceable, this will not affect any other terms.

14.2. Independent Parties. Both parties are independent contractors and 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.

14.3. Failure to enforce rights and remedies. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative.

14.4. Execution of this Agreement. The Agreement may be agreed to online, or executed by acceptance of your quotation or use of our Services.

14.5. Force Majeure. No party will be responsible for any delay or failure to perform under the Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of Third Party Service providers, labour disputes; and acts of government) and acts beyond a party's reasonable control, but only for so long as those conditions persist.

15. JURISDICTION

15.1. Governing Law. These Terms of Service, its subject matter and its formation, are governed by English Law. You and we both agree that the courts of England and Wales will have exclusive Jurisdiction.

Last Updated Date: November 2017

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