Terms and conditions

JAR:TestLab Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE MAKING USE OF THE SERVICES

We have developed certain software applications and platforms which we make available to subscribers via the Internet on a pay-per-use basis.These Terms (together with the documents referred to in them) are the terms on which the Services will be provided.

Please read these Terms carefully before proceeding any further.

To accept the Terms click the option where made available in the user interface provided. Proceeding to use the Services shall be deemed as acceptance of these Terms in their entirety.

These Terms may be modified by us from time to time without notice. We recommend that you review the Terms on a regular basis. You understand and agree that any use by you of the Services following changes having been posted by us will be deemed acceptance of any such change.

1. DEFINITIONS

1.1             For the purpose of these Terms:

“We”, “us” and “our”means JAR TECHNOLOGIES LIMITED a company incorporated in Northern Ireland with company number NI603135 and whose registered office is at 5th Floor, the Warehouse, 7 James Street South, Belfast, Northern Ireland BT2 8DN.
“You” and “Your”means the person accepting these Terms and agreeing to become our customer for the Services.
“Authorised Users” means those of your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.
“Customer Data”means the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
“Documentation”means the document made available to you by us online via www.jartechnologies.com / www.app.jartestlab.com or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.
“Effective Date”means the date on which you have accepted or are deemed to have accepted these Terms.
“Normal Business Hours”means [9.00 am to 5.00 pm] local UK time, each Business Day.
“Renewal Period”means the period described in clause 13.1.
“Renewal Subscription Fee”means the renewal subscription fees payable by you to us for the User Subscription, as set out in paragraph 2 of Schedule 1.
“Services”means the subscription services provided by us to you under these Terms via www.app.jartestlab.com or any other website notified to you by us from time to time, as more particularly described in the Documentation.
“Software”means the online software applications provided by us as part of the Services.
“Subscription Fees”means the subscription fees payable by you to us for the User Subscription, as set out in paragraph 1 of Schedule 1.
“Subscription Term”has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
“User Subscription”means the user subscription purchased by you pursuant to clause 8.1 which entitles Authorised Users to access and use the Services and the Documentation in accordance with these Terms.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2   Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5   Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6   Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7   A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

1.8   A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

1.9   A reference to writing or written includes faxes but not e-mail.

1.10 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2. USER SUBSCRIPTION

2.1   Subject to you purchasing the User Subscription in accordance with clause 8.1 and subject to the restrictions set out in this clause 2 and the other terms and conditions of these Terms, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.

2.2   In relation to the Authorised Users, you undertake that each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;

2.3   You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.3.1  is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2  facilitates illegal activity;

2.3.3  depicts sexually explicit images;

2.3.4  promotes unlawful violence;

2.3.5  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6  is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.

2.4  You shall not:

2.4.1  except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(a)       attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b)       attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2  access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

2.4.3  use the Services and/or Documentation to provide services to third parties;

2.4.4  subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or

2.4.5  attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.5   You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

2.6  The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours

3. SERVICES

3.1   We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to these Terms.

3.2  We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.2.1  planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

3.2.2  unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

3.3   We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours. We cannot guarantee we will be able to assist and/or resolve any issues you may encounter with the Services.

4. CUSTOMER DATA

4.1   You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

4.2   We shall, in providing the Services, comply with our Privacy Policy relating to the privacy of the Customer Data available at www.jartechnologies.com or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

4.3   If we process any personal data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:

4.3.1  you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under these Terms;

4.3.2  you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

4.3.3  you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

4.3.4  we shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time; and

4.3.5  each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. THIRD PARTY PROVIDERS

You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us.  We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. OUR OBLIGATIONS

6.1   We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2   The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.  Notwithstanding the foregoing, we:

6.2.1  do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and

6.2.2  are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3   These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

6.4   We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

7. YOUR OBLIGATIONS

7.1   You shall:

7.1.1  provide us with:

(a)       all necessary co-operation in relation to these Terms; and

(b)       all necessary access to such information as may be required by us;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

7.1.2  have sole responsibility for hosting all data unless expressly agreed otherwise in writing and to the extent that we agree otherwise we shall have no liability to maintain the data;

7.1.3  comply with all applicable laws and regulations with respect to your activities under these Terms;

7.1.4  carry out all of your other responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.5  ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;

7.1.6  obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms, including without limitation the Services;

7.1.7  ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

7.1.8  be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

8. CHARGES AND PAYMENT

8.1   You shall pay the Subscription Fees to us for the User Subscription in accordance with this clause 8 and Schedule 1.

8.2   You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

8.2.1  your credit card details to us, you hereby authorise us to direct debit such credit card:

(a)       on the Effective Date for the total Subscription Fees payable in respect of the Initial Subscription Term; or

(b)       on the same date of each calendar month following the Effective Date one twelfth of the Subscription Fees payable in respect of the Initial Subscription term; and

(c)       subject to clause 13.1, on the same date of each calendar month for the Subscription Fees payable in respect of the next Renewal Period; or

8.2.2  your approved purchase order information to us, we shall invoice you:

(a)       on the Effective Date for the total Subscription Fees payable in respect of the Initial Subscription Term; or

(b)       on the same date of each calendar month following the Effective Date one twelfth of the Subscription Fees payable in respect of the Initial Subscription term; and

(c)       subject to clause 13.1, on the same date of each calendar month for the Subscription Fees payable in respect of the next Renewal Period,

8.3   If we have not received any payment within 30 days after the relevant due date, and without prejudice to any of our other rights and remedies:

8.3.1  we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

8.3.2  interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4   All amounts and fees stated or referred to in these Terms:

8.4.1  shall be payable in pounds sterling;

8.4.2  are non-cancellable and non-refundable;

8.4.3  are exclusive of value added tax, which is payable by you shall be direct debited or added to our invoice(s) at the appropriate rate.

9. PROPRIETARY RIGHTS

9.1   You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9.2   We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

10. CONFIDENTIALITY

10.1   Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms.  A party’s Confidential Information shall not be deemed to include information that:

10.1.1  is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2  was in the other party’s lawful possession before the disclosure;

10.1.3  is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

10.1.4  is independently developed by the receiving party, which independent development can be shown by written evidence; or

10.1.5  is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory administrative body.

10.2   Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.

10.3   Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

10.4   Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5   You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

10.6   We acknowledge that the Customer Data is your Confidential Information.

10.7   No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.8   The above provisions of this clause 10 shall survive termination of these Terms, however arising.

11. INDEMNITY

11.1   You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:

11.1.1  you are given prompt notice of any such claim;

11.1.2  we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

11.1.3  you are given sole authority to defend or settle the claim.

11.2   We shall defend you, your officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

11.2.1  we are given prompt notice of any such claim;

11.2.2  you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and

11.2.3  we are given sole authority to defend or settle the claim.

11.3   In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

11.4   In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

11.4.1  a modification of the Services or Documentation by anyone other than us; or

11.4.2  your use of the Services or Documentation in a manner contrary to the instructions given to you by us; or

11.4.3  your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.

11.5   The foregoing  and clause 12.3.2 states your sole and exclusive rights and remedies, and ours (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

12.1   Except as expressly and specifically provided in these Terms:

12.1.1  you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;

12.1.2  all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

12.1.3  the Services and the Documentation are provided to you on an “as is” basis.

12.2   Nothing in these Terms excludes our liability:

12.2.1  for death or personal injury caused by our negligence; or

12.2.2  for fraud or fraudulent misrepresentation.

12.3   Subject to clause 12.1 and clause 12.2:

12.3.1  we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

12.3.2  our total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Subscription during the 12 months immediately preceding the date on which the claim arose.

13. TERM AND TERMINATION

13.1   These Terms shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term (as outlined in Schedule 1) and, thereafter, these Terms shall be automatically renewed for successive periods of one month (each a “Renewal Period“), unless:

13.1.1  either party notifies the other party of termination, in writing, at least 7 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

13.1.2  otherwise terminated in accordance with the provisions of these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“.

13.2   Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

13.2.1  the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

13.2.2  the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

13.2.3  the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;

13.2.4  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of article 103 of the Insolvency (Northern Ireland) Order 1989;

13.2.5  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.2.6  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.2.7  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

13.2.8  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

13.2.9  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

13.2.10  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

13.2.11  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive);

13.2.12  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3  On termination of these Terms for any reason:

13.3.1  all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;

13.3.2  each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

13.3.3  we may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and

13.3.4  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

14. FORCE MAJEURE

We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

15. CONFLICT

If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

16. VARIATION

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. RIGHTS AND REMEDIES

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19. SEVERANCE

19.1   If any provision (or part of a provision) of these Terms are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2   If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. ENTIRE AGREEMENT

20.1   These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2   Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

21. ASSIGNMENT

21.1   You shall not, without the prior written consent of us, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

21.2   We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

22. NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. THIRD PARTY RIGHTS

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. NOTICES

24.1   Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as may have been notified by that party for such purposes.

24.2   A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

25. GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Northern Ireland.

26. JURISDICTION

Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Subscription Fees

1. SUBSCRIPTION FEES 

1.1   The Subscription Fees shall amount to the total amount of £ agreed as per your confirmation of purchase.

2. RENEWAL SUBSCRIPTION FEES

2.1   The Renewal Subscription Fees shall amount to a total amount of £ agreed per renewal period on confirmation of purchase.

3. INITIAL SUBSCRIPTION TERM

3.1   Subscription term is as per the terms agreed on confirmation of purchase.

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