{"UserTermsId":1,"TermsDate":"2024-02-15T00:00:27.867","Terms":"

Version: 15 February 2024

PLATFORM TERMS AND CONDITIONS

We are Oxford Language Technologies Ltd (Company Number: 15320454) a company registered in England and Wales with registered address at 59 Sandfield Road, Headington, Oxford, England, OX3 7RW (‘ Oxford Language Tech , ‘we’, ‘our’ or ‘us’) and we provide a language learning platform which incorporates the latest advances in AI technology, Oxford Language Primer, as described on our website https://oxfordlanguage.tech/ (Website) (Solution).

These terms and conditions (Terms) govern your access to the Solution and us providing you any other goods and services as set out in these Terms, including but not limited any subscription to use the Solution (Subscription). You can view the most updated version of our Terms on our Website. Please read these terms and conditions carefully before agreeing to proceed with your Account, any purchase or use of the Solution. If you do not agree to any part of these Terms, you must not use the Website or Solution.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website ( Subscription Tier ).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 2(c) Please ensure you contact us if you want to cancel your Subscription.

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after booking a Service, in some cases, you can change your mind and get a full refund. Please note this does not include contracts for Services which have been supplied to you within the 14 day period such as the Subscription, or for Services supplied to businesses or for commercial purposes.

The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all services available on the Website (including the Solution) are as described, fit for purpose and of satisfactory quality and so nothing in these Terms affects statutory rights.

This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.

The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.

If you have any questions about this contract, please contact us by sending an email to: edward@oxfordlanguage.tech

READING AND ACCEPTING THESE TERMS
1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
2. By clicking the tick box below or clicking the “I accept these Terms and Conditions” button on our Website paying Fees or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring access to the Solution or the company you represent and are acquiring access to the Solution on behalf of (‘you’ or ‘your’) and us.
3. We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
SUBSCRIPTION TERM
1. Your Subscription will commence on the date you subscribe and continues for the Subscription Period specified on your Subscription order and any Renewal Periods applicable, unless terminated earlier in accordance with clause 16.
2. Subject to clause 2(c), upon expiration of the Subscription Period, your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
3. This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 7 days prior to the Renewal Date.
INFORMATION WE GIVE YOU
1. By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these Terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the Platform and we will provide you with a copy of this information.
2. The key information we give you by law forms part of this contract (as though it is set out in full here).
3. If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
4. Where you use the Solution for a commercial purpose, the Consumer Rights Act 2015 may not apply to your contract with us.
ELIGIBILITY
1. By accepting these Terms, you represent and warrant that:
  1. you have the legal capacity and authority to enter into a binding contract with us;
  2. by entering into these Terms you are not breaching, nor causing us to breach, any laws or regulations; and
  3. you are authorised to use the payment you provided when paying Fees.
2. The Solution is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Solution. By using the Solution, you represent and warrant that you are either:
  1. over the age of 18 years and accessing the Solution for personal and commercial use; or
  2. accessing the Solution on behalf of someone under the age of 18 years old and consent to that person’s use of the Solution.
3. Please do not access the Solution if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Solution.
4. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
DURATION OF THESE TERMS
1. These Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the duration of the time in which you have an Account
THE SOLUTION
1. YOUR SUBSCRIPTION AND THE SOLUTION
  1. We will provide the Solution to you, to the extent described in your Subscription Tier.
  2. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
2. ADD-ONS
  1. You can also purchase additional services that we may offer on the Website, in addition to your Subscription (Add-Ons).
  2. Subject to payment of the Fees for the Add-Ons ( Add-On Fees ), we will provide you the Add-Ons.
3. RESEARCH
  1. We may from time to time, in our sole discretion, permit researchers to use the Solution for research purposes (Research).
  2. If you use this Solution for Research, you agree:
    1. These Terms shall apply to your use of the Solution;
    2. Your Research must comply with the principles of Open Science;
    3. Any research participants who utilise or access the Solution as part of your Research must also comply with these Terms.
4. ACCOUNTS
  1. (Accounts) To use the Solution, you are required to sign-up, register and receive an account through the Website (an Account).
  2. (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, password, and other information as determined by us from time to time.
  3. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
  4. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
  5. (Security) Your Account Information must be kept secure and you must not allow others to access the Solution via your Account. You are solely responsible for keeping your Account secure.
5. DISCLAIMER
  1. You acknowledge and agree that:
    1. any information provided to you as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
    2. we make no warranties or representations as to the accuracy or effectiveness of the Solution, or it’s suitability for you or your intended use. You must not rely on any results of the Solution and should always check the results before relying on them; and
    3. it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.
6. SOLUTION
  1. Subject to your payment of the Fees or while your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Solution and Documentation as included in your Subscription Tier.
  2. We may from time to time, in our absolute discretion, release enhancements to the Solution, meaning an upgraded, improved, modified or new versions of the Solution (Enhancements). Any Enhancements to the Solution will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
  3. We may change any features of the Solution at any time by notice to you via the Platform.
7. SUPPORT SERVICES
  
  We will provide general support where reasonably necessary to resolve technical issues with the Solution (Support Services). Unless otherwise agreed in writing:
  1. we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Solution internally and we will not assist with issues that are beyond our reasonable control);
  2. we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
  3. you are responsible for all internal administration and managing access, including storing access credentials and assisting your Users to access and use the Solution; and
  4. you will not have any claim for delay to your access to the Solution due to any failure or delay in Support Services.
UPGRADE AND DOWNGRADES
1. You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
  1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
  2. upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.
2. For the avoidance of doubt, if you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally don’t pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.
3. If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.
DATA HOSTING
1. User Data you upload to the Solution will be stored using a third party hosting service selected by us ( Hosting Services ), subject to the following terms:
  1. (hosting location) You acknowledge and agree that we may use storage servers to host the Solution through cloud-based services, and potentially other locations outside the United Kingdom, in accordance with our Privacy Policy available here: https://app.oxfordlanguageprimer.com/privacy.
  2. (User Data not retrievable) Once User Data has been submitted to the Solution, it will not be retrievable and you should ensure you maintain a copy of all User Data you submit to the Solution as we will not be liable to you for lost User Data.
  3. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
  4. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
  5. (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
CLIENT OBLIGATIONS
1. CLIENT MATERIAL
  1. You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.
  2. You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.
2. YOUR OBLIGATIONS
  1. You must, and must ensure that all Users, comply with these Terms at all times.
    You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
  2. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
    1. upload sensitive information or commercial secrets using the Solution;
    2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Solution;
    3. use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
    4. upload any material that is owned or copyrighted by a third party;
    5. make copies of the Documentation or the Solution;
    6. adapt, modify or tamper in any way with the Solution;
    7. remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
    8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;
    9. use the Solution in a way which infringes the Intellectual Property Rights of any third party;
    10. create derivative works from or translate the Solution or Documentation;
    11. publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
    12. integrate the Solution with third party data or Solution, or make additions or changes to the Solution, (including by incorporating APIs into the Solution) other than integrating in accordance with any Documentation or instructions provided by us in writing;
    13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
    14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party, other than granting a User access as permitted under these Terms;
    15. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
    16. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;
    17. make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; or
    18. attempt to circumvent any technological protection mechanism or other security feature of the Solution.
  3. If you become aware of misuse of your Account or the Solution by any person, any errors in the material on your Account or any difficulty in accessing or using your Account or the Solution please contact us immediately using the contact details or form provided on our Website.
  4. You agree, and you must ensure that all Users agree:
    1. to comply with each of your obligations in these Terms;
    2. to sign up for an Account in order to use the Solution;
    3. that information given to you through the Solution, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
    4. that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7.
FEES AND PAYMENT
1. TRIAL PERIOD
  
  We may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.
2. FEES
  1. You must pay fees to us in the amounts specified on the Website for use of the Solution, including any Add-On Fees or subscription fees to us in the amounts specified on the Website for your Subscription Tier (Subscription Fees) (together the Fees).
  2. All Fees must be paid in advance and are non-refundable for change of mind.
  3. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.
3. INVOICES
  
  We may issue a valid invoice to you for payment of the Fees. You must pay the Fees in accordance with the remittance method set out in an invoice. We reserve the right to withhold your Account, Subscription and access to the Solution and any Add-Ons (if applicable) until the Fees have been paid.
4. SUBSCRIPTION FEES - AUTOMATIC RECURRING BILLING
  1. As set out in clause 2 your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
  2. We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms.
  3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
  4. We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.
5. CHANGES TO FEES
  
  We may, from time to time, change our Fees and will include up-to-date Fees on our Website.
6. LATE PAYMENTS
  
  We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 8.
7. VAT
  
  Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice.
8. ONLINE PAYMENT PARTNER
  1. We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Fees.
  2. You acknowledge agree that:
  1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at https://stripe.com/gb/legal/consumer;
  2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
  3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
  1. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Solution and clause 13 will apply.
INTELLECTUAL PROPERTY AND DATA
1. SOLUTION CONTENT INTELLECTUAL PROPERTY
  1. (Our ownership) We retain ownership of all Materials provided to you throughout the course of your use of the Solution or in connection with the Solution (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and Solution) (Solution Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Solution Content not expressly granted to you.
  2. (Licence to you) You are granted a licence to the Solution Content as included in your Subscription, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Solution. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Solution Content without prior written consent from us or as otherwise permitted by law.
2. USER DATA
  
  Our Rights and Obligations
  1. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
  2. We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
  Your Obligations and Grant of Licence to Us
  3. You are responsible for ensuring that:
    1. you share User Data only with intended recipients; and
    2. all User Data is appropriate and not in contravention of these Terms.
  4. You:
    1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
    2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
THIRD PARTY SOLUTION & TERMS
1. THIRD PARTY TERMS
  1. Where third party goods or services are incorporated into the Solution, including but not limited to where we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘ Third Party Terms’ ).
  2. The Third Party Terms imposed on us by our suppliers around responsible AI use will apply to your use of the Solution, including without limitation:
    1. openai.com/policies/usage-policies;
    2. https://learn.microsoft.com/en-us/legal/cognitive-services/openai/code-of-conduct.
  3. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
2. THIRD PARTY SOLUTION INTEGRATIONS
  1. You acknowledge and agree that issues can arise when data is uploaded to Solution, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Solution and other software programs will be free from errors, defects or delay.
  2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Solution if you integrate it with third party software, or change or augment the Solution, including by making additions or changes to the Solution code, and including by incorporating other APIs into the Solution.
  3. If you add third party software or software code to the Solution, integrate the Solution with third party software, or make any other changes to the Solution (User Solution Changes), then:
    1. you acknowledge and agree that User Solution Changes can have adverse effects on the Solution;
    2. you will indemnify us in relation to any loss or damage that arises in connection with the User Solution Changes;
    3. we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Solution Change;
    4. we may require you to change or remove User Solution Changes, at our discretion, and if we do so, you must act promptly;
    5. we may suspend your access to the Solution until you have changed or removed User Solution Change; and/or
    6. we may change or remove any User Solution Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Solution Change.
CONFIDENTIALITY
1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
PRIVACY
1. We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://app.oxfordlanguageprimer.com/privacy.
2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
LIABILITY
1. Nothing in these Terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
2. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to Oxford Language Tech, the Website, the Solution, these Terms or any other goods or services provided by us to the value of the Fees (if any) paid to Oxford Language Tech. If no Fee has been paid, liability is excluded to the maximum extent permitted by applicable law.
3. All express or implied representations and warranties in relation to Oxford Language Tech, the Website, the Solution, these Terms or any other goods or services provided by us are, to the maximum extent permitted by applicable law, excluded.
4. (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
  1. breach of any of these Terms;
  2. use of Oxford Language Tech, the Website, the Solution or any other goods or services provided by us; or
  3. use of any other goods or services provided by us.
5. (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with Oxford Language Tech, the Website or the Solution, these Terms or any other goods or services provided by us (except to the extent this liability cannot be excluded under applicable law.
6. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
CANCELLATION
1. CANCELLATION BY YOU
  You may cancel or terminate your Account via the Website. By terminating your account, you will cancel:
  1. any active Subscription; and
  2. Any Add-Ons you have purchased.
2. CANCELLATION BY US
  1. We may cancel or terminate your Account, including your Subscription or Add-Ons, in our sole discretion by providing you with 5 days written notice.
3. CANCELLATION FOR BREACH
  1. Either party may cancel your Account and access to the Solution immediately by written notice if there has been a Breach of these Terms.
  2. A “Breach” of these Terms means:
    1. a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
    2. the other party is given 10 Business Days to rectify the breach; and
    3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.
4. EFFECT OF TERMINATION
  Upon termination of your Account, Subscription, or Add-Ons:
  1. you will no longer have access to the Solution, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
  2. unless agreed in writing, or if otherwise required by law, any Fees already paid will not be refundable; and
  3. each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 9, 11, 13 and 15.
  4. Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of these Terms. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
    1. contact us using the contact details on our site; or
    2. visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
  5. Nothing in these Terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
DISPUTE RESOLUTION
1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
FORCE MAJEURE
1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
  1. reasonable details of the Force Majeure Event; and
  2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
3. Subject to compliance with clause 16(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
  1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
  2. strikes or other industrial action outside of the control of us;
  3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
  4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
NOTICES
1. A notice or other communication to a party under these Terms must be:
  1. in writing and in English; and
  2. subject to clause 19(b), delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. We may not collect your Email Address as part of providing the Platform. We may send you notices in respect of these Terms by way of a notice or communication via the Platform.
3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
  1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
  2. when replied to by the other party,
  whichever is earlier.
GENERAL
1. GOVERNING LAW AND JURISDICTION
  
  These Terms are governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
2. THIRD PARTY RIGHTS
  
  This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
3. WAIVER
  
  No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
4. SEVERANCE
  
  Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
5. JOINT AND SEVERAL LIABILITY
  
  An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
6. ASSIGNMENT
  
  A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
7. ENTIRE AGREEMENT
  
  This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
8. INTERPRETATION
  1. (singular and plural) words in the singular includes the plural (and vice versa);
  2. (currency) a reference to ‘£’ or ‘pounds’ is a reference to pound sterling currency;
  3. (gender) words indicating a gender includes the corresponding words of any other gender;
  4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
  5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
  6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
  7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
  8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
  9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
  10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
  11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Term	Definition
Add-Ons	Has the meaning given in clause 6.2.
Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	means all manuals, help files and other documents supplied by us to you relating to the Solution, whether in electronic or hardcopy form.
Fees	has the meaning given in clause 8.2.
Hosting Services	has the meaning given in clause 6.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material	means tangible and intangible information, documents, reports, Solution (including source and object code), inventions, data and other materials in any media whatsoever.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Solution	has the meaning given in the first paragraph of these Terms.
Solution Content	has the meaning set out in clause 9.1(a).
Solution	has the meaning set out in clause 5.1.
Support Services	has the meaning given in clause 5.6.
User	means you and any third party end user of the Solution who you make the Solution available to.
User Data	means any files, data, document, information or any other Materials, which is uploaded to the Solution by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.
Website	means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Solution.

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