When we say you or your, we mean both you and any entity or firm you’re authorised to represent. When we say Salary Widget Ltd, we, our or us, we’re talking about the Salary Widget Ltd entity you contract with and pay fees to based on the version of the Salary Widget product you’re using. Salary Widget Ltd is a company registered in England and Wales, registration number 09565950 whose registered office is at Suite 14, Doncaster Business Innovation Centre, Ten Pound Walk, Doncaster, DN4 5HX.

1.1In this Agreement, except to the extent expressly provided otherwise:

• "Account" means an account enabling a person to access and use the Hosted Services;

• "Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

• "Business Day" means any weekday other than a bank or public holiday in England;

• "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

• "Charges" means the amounts specified within the Billing & Subscription page of your Dashboard, on our website or as may be agreed in writing by the parties from time to time;

• "Customer Confidential Information" means:

  1. any information disclosed by or on behalf of the Customer to the Provider during at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

  1. was marked or described as "confidential"; or

  2. should have been reasonably understood by the Provider to be confidential; and

  2. the Customer Data;

• "Customer Data" means all data uploaded to or stored on the Platform by the Customer or its Users; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer or its Users (but excluding analytics data relating to the use of the Platform and server log files);

• "Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding data with respect to which the Provider is a data controller;

• "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the EU’s General Data Protection Regulation;

• "Documentation" means any documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer in the form of User Guides, Training Videos or Support Forums for example;

• "Effective Date" means the date of execution of this Agreement which is the date of Account creation by the customer;

• "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

• "Hosted Services" means the provision of the Salary Widget management and administration console, the Salary Widget comparison tool itself and all the associated features, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;

• "Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

1. any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

2. any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

3. a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or

4. an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not confirmed to be compatible by us;

• "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights;

• "Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

• "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

• "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

• "Schedule" means any schedule attached to the main body of this Agreement;

• "Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

• "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

• "Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

• "Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

• "Update" means a hotfix, patch or minor version update to any Platform software; and

• "Upgrade" means a major version upgrade of any Platform software.

• "User" means an end-user of the Salary Comparison Service

2.1This Agreement shall come into force upon the Effective Date.

2.2This Agreement shall continue in force until terminated by either party, subject to termination being in accordance with Clause 16 or any other provision of this Agreement.

3.1The Provider shall automatically generate an Account for the Customer using the login credentials provided by the customer during sign up. The date of account creation will become the Effective Date.

3.2The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:

1. the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;

3.4Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:

1. the Customer must not sub-license its right to access and use the Hosted Services;

2. the Customer must not permit any unauthorised person to access or use the Hosted Services;

3. the Customer must not republish or redistribute any content or material from the Hosted Services other than reports produced in the management console by the Customer for the specific purpose of sharing Salary Data with clients and other third parties;

4. the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

5. the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

3.5The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

3.6The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

1. a Force Majeure Event;

2. a fault or failure of the internet or any public telecommunications network;

3. a fault or failure of the Customer's computer systems or networks;

4. any breach by the Customer of this Agreement; or

5. scheduled maintenance carried out in accordance with this Agreement.

3.8The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.9The Customer must not use the Hosted Services:

1. in any way that is unlawful, illegal, fraudulent or harmful; or

2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity

3.10For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.11The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4.1The Provider shall provide the Maintenance Services to the Customer during the Term.

4.2The Provider shall where practicable give to the Customer at least 10 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under the main body of this Agreement.

4.3The Provider shall where practicable give to the Customer at least 10 Business Days' prior written notice of the application of an Upgrade to the Platform.

4.4The Provider shall where practicable give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days' prior written notice of the application of any non-security Update to the Platform.

4.5The Provider shall provide the Maintenance Services with reasonable skill and care.

4.6The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5.1The Provider shall provide the Support Services to the Customer during the Term.

5.2The Provider shall make available to the Customer a helpdesk in accordance with the provisions of the main body of this Agreement.

5.3The Provider shall provide the Support Services with reasonable skill and care.

5.4The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6.1The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.

6.2The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with this agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6.3The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

7.1Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

8.1The Customer shall pay the Charges to the Provider in accordance with this Agreement.

8.2If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause.

8.3All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

8.4We may change our monthly subscription fees at any time by posting a new pricing structure to our Website or in your account and/or sending you a notification by email. Quoted subscription fees don’t include sales or other transaction-based taxes of any kind.

9.1When you sign up for one of our monthly plans, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you started your Monthly Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If you upgrade your service during a billing cycle, then you’ll have to pay additional charges for the remainder of the billing billing cycle on or before the next Pay Date. If you downgrade your service during the billing cycle, the changes will take effect from the next billing cycle and your subscription fee will be adjusted automatically. You may choose to close your account permanently at any time.

9.2The Provider shall issue invoices for the Charges to the Customer on or after the Pay Date.

9.3The Customer must pay the Charges by debit card or credit card. To enable payment to be processed, you must provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You agree to replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you.

9.4If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

1. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

3. terminate the Hosted Services

10.1The Provider must:

1. keep the Customer Confidential Information strictly confidential;

2. not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality;

3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

4. act in good faith at all times in relation to the Customer Confidential Information; and

5. not use any of the Customer Confidential Information for any purpose other than those agreed with the Customer.

10.2Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

10.3This Clause imposes no obligations upon the Provider with respect to Customer Confidential Information that:

1. is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

2. is or becomes publicly known through no act or default of the Provider; or

3. is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

10.5The provisions of this Clause shall continue in force for a period of 1 year following the termination of this Agreement, at the end of which period they will cease to have effect.

11.1Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

11.2The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

11.3The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects for the purposes outlined in this agreement and in the Provider’s Privacy Policy.

11.4The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause.

11.5The Provider shall only process the Customer Personal Data with the consent of the Customer including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area, as set out in this Agreement or any other document agreed by the parties.

11.6The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

11.7Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

11.8The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

11.9The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

11.10The Provider must not engage any third party to process the Customer Personal Data without the prior authorisation of the Customer.

11.11The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

11.12The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause.

11.13The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause and the Data Protection Laws.

11.14The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

11.15If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

12.1The Provider warrants to the Customer that:

1. the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

2. the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and

3. the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

12.2The Provider warrants to the Customer that:

1. the Platform and Hosted Services will conform in all material respects to the description on our website

2. the Hosted Services will be free from Hosted Services Defects;

3. the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;

4. the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

5. the Platform will incorporate security features reflecting the requirements of good industry practice.

12.3The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.

12.4If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

1. modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

2. procure for the Customer the right to use the Hosted Services in accordance with this Agreement.

12.5The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

12.6All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

13.1The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

13.2The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

13.3The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible by us from time to time and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

13.4The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

14.1Nothing in this Agreement will:

1. limit or exclude any liability for death or personal injury resulting from negligence;

2. limit or exclude any liability for fraud or fraudulent misrepresentation;

3. limit any liabilities in any way that is not permitted under applicable law; or

4. exclude any liabilities that may not be excluded under applicable law.

14.2The limitations and exclusions of liability set out in this Clause and elsewhere in this Agreement:

1. are subject to Clause 14.1; and

2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

14.3The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

14.4The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

14.5The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

14.6The Provider shall not be liable to the Customer in respect of any loss of use or production.

14.7The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

14.8The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause shall not protect the Provider unless the Provider has fully complied with its obligations under this agreement.

14.9Customer shall not be liable to the Provider in respect of any special, indirect or consequential loss or damage.

14.10The liability of the Provider to the Customer under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.

14.11The aggregate liability of the Provider to the Customer under this Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement.

15.1If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

1. promptly notify the other; and

2. inform the other of the period for which it is estimated that such failure or delay will continue.

15.3A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16.1Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination or, in the case of the Customer, by deleting their Account or cancelling their subscription.

16.2Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

16.3Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

1. the other party:

   1. is dissolved;

   2. ceases to conduct all (or substantially all) of its business;

   3. is or becomes unable to pay its debts as they fall due;

   4. is or becomes insolvent or is declared insolvent; or

   5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).

17.1Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 9.4, 10, 11 and 23.

17.2Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

17.3Within 30 days following the termination of this Agreement for any reason:

1. the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and

2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,

without prejudice to the parties' other legal rights.

18.1Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement, providing that the Provider gives to the Customer, promptly following a request from the Customer, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

18.2The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

18.3Notwithstanding the provisions of this but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

19.1No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

19.2If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

19.4Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

19.5This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

19.6Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7This Agreement shall be governed by and construed in accordance with English law.

19.8The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

20.1In this Agreement, a reference to a statute or statutory provision includes a reference to:

1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

2. any subordinate legislation made under that statute or statutory provision.

20.2The Clause headings do not affect the interpretation of this Agreement.

20.3This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

20.4In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things

By clicking ‘I agree’ and setting up an account to access the Service you agree to these Terms in full. Where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.

These terms were prepared with the assistance of SEQ Legal.