Terms and Conditions of Service, effective from 18 September 2015

    Terms of Website Use (the "Terms")

  • This webpage (together with the documents referred to herein) sets out the terms of use on which you may make use of our websites (including powerdrill.com (and any associated sub-domains)) ("our Sites"), whether as a guest or a registered user. Please read these Terms of use carefully before you start to use our Sites. By using our Sites, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our Sites.
  • INFORMATION ABOUT US

  • Our Sites are operated by Power Tools Limited ("We" or "us") a limited company registered in Ireland under company number 532189 having our registered office at PO Box 36, Sommerville House, Phillips Street, St. Helier, Jersey, JE4 9NU.
  • ACCESSING OUR SITES

  • Access to our Sites is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Sites without notice. We will not be liable if for any reason our Sites are unavailable at any time or for any period (including but not limited to such unavailability or disruption caused by third parties). We do not guarantee any specific up-time.
  • From time to time we may restrict access to some parts of our Sites, or each of our Sites as we may in our sole and absolute discretion require.
  • If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
  • When using our Sites, you must comply with the provisions of our acceptable use policy as set out below.
  • You are responsible for making all arrangements necessary for you to have access to our Sites. You are also responsible for ensuring that all persons who access our Sites through your internet connection are aware of these Terms, and that they comply with them.
  • INTELLECTUAL PROPERTY RIGHTS

  • We are the owner or the licensee of all intellectual property rights in our Sites, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
  • You may print off one copy, and may download extracts, of any page(s) from our Sites for your personal reference and you may draw the attention of others within your organisation to material posted on our Sites.
  • You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
  • Our status (and that of any identified contributors) as the authors of material on our Sites must always be acknowledged.
  • You must not use any part of the materials on our Sites for commercial purposes without obtaining a licence to do so from us. For details on how to obtain a re-seller licence please contact us through our support page at hello@powerdrill.com.
  • If you print off, copy or download any part of our Sites in breach of these Terms, your right to use our Sites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
  • RELIANCE ON INFORMATION POSTED

  • The inter connected networks of web pages comprising the internet changes significantly from time to time rendering it unfeasible to provide completely accurate link data and as a result web pages may be missing from our search results. We do not inspect such information prior to its release. Information, commentary and other materials posted on our Sites is not intended to amount to advice on which reliance should be placed. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by any visitor to our Sites, or by anyone who may be informed of any of our Sites' contents.
  • Please note that we will take any evidence of breaches of the use of our Sites and or these Terms extremely seriously and we will promptly and vigorously pursue any instance where we have a suspicion that such breach is occurring. This may include (without prejudice to any other legal rights we may have) a claim for any damage or loss caused by the violation of our database rights or, if required, a claim for injunctive relief.
  • UPDATES TO OUR SITES

  • We update our Sites regularly, and may, without notice, change the content at any time. If the need arises, we may suspend access to our Sites, or close them indefinitely. Any of the material on our Sites may be out of date at any given time, and we are under no obligation to update such material.
  • LIMITATION OF OUR LIABILITY

  • The material displayed on our Sites is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us, hereby expressly exclude:
    1. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
    2. Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Sites or in connection with the use, inability to use, or results of the use of our Sites, any websites linked to it and any materials posted on it including the application of the disavow file as may be generated by our Sites, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
  • This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
  • INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITES

  • We process information about you in accordance with our privacy policy. By using our Sites, you consent to such processing and you warrant that all data provided by you is accurate.
  • TRANSACTIONS CONCLUDED THROUGH OUR SITES

  • Contracts for the supply of information formed through our Sites or as a result of visits made by you are governed by our terms and conditions of supply as set out below.
  • UPLOADING MATERIAL TO OUR SITES

  • Whenever you make use of a feature that allows you to submit material to our Sites, or to make contact with other users of our Sites, you must comply with the content standards set out in our acceptable use policy (as set out below). You warrant that any such contribution does comply with those standards, and you indemnify us in respect of any loss, liability or damage suffered by us arising in connection with any breach by you of such warranty.
  • Any material you upload to our Sites will be stored securely and only used, copied, distributed or disclosed in accordance with applicable data protection legislation. We have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our sites constitutes a violation of their intellectual property rights, or of their right to privacy.
  • We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our Sites.
  • We have the right (but not the obligation) to remove any material or posting you make on our Sites if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.
  • VIRUSES, HACKING AND OTHER OFFENCES

  • You must not misuse our Sites by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Sites, the server on which our Sites are stored or any server, computer or database connected to our Sites. You must not attack our Sites via a denial-of-service attack or a distributed denial-of service attack.
  • By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Sites will cease immediately.
  • We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Sites or to your downloading of any material posted on them, or on any websites linked to them.
  • LINKING TO OUR SITES

  • You may link to our Sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part unless previously agreed in writing.
  • You must not establish a link from any websites that are not owned by you.
  • Our Sites must not be framed on any other websites, nor may you create a link to any part of our Sites other than the home page. We reserve the right to withdraw linking permission without notice. The websites from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.
  • If you wish to make any use of material on our Sites other than that set out above, please contact us through our support page at hello@powerdrill.com.
  • LINKS FROM OUR SITES

  • Where our Sites contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
  • JURISDICTION AND APPLICABLE LAW

  • The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Sites although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These Terms shall be governed by and construed in accordance with the law of England and Wales.
  • VARIATIONS

  • We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on our Sites.
  • YOUR CONCERNS

  • If you have any concerns about material which appears on our Sites, please contact us through our support page at hello@powerdrill.com.
  • Acceptable Use Policy

  • This acceptable use policy sets out the terms between you and us under which you may access our websites (including powerdrill.com (and any associated sub-domains)) (our "Sites"). This acceptable use policy applies to all users of, and visitors to, our Sites.
  • Your use of our Sites means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of use "Terms" (as set out above).
  • Our Sites are operated by Power Tools Limited ("we" or "us"). We are registered in Ireland under company number 532189 and we have our registered office and main trading address at PO Box 36, Sommerville House, Phillips Street, St. Helier, Jersey, JE4 9NU.
  • PROHIBITED USES

  • You may use our Sites only for lawful purposes. You may not use our Sites:
    1. In any way that breaches any applicable local, national or international law or regulation.
    2. In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
    3. For the purpose of harming or attempting to harm minors in any way.
    4. To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
    5. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  • You also agree:
      Not to reproduce, duplicate, copy or re-sell, redistribute (including account sharing) any part of our Sites in contravention of the provisions of our Terms. Not to access without authority, interfere with, damage or disrupt (i) any part of our Sites, (ii) any equipment or network on which our Sites is stored, (iii) any software used in the provision of our Sites, or (iv) any equipment or network or software owned or used by any third party.
  • INTERACTIVE SERVICES

  • We may from time to time provide interactive services on our Sites, such as, without limitation, a bulletin board or forum ("Interactive Services").
  • Where we do provide any Interactive Services, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
  • We are under no obligation to oversee, monitor or moderate any Interactive Services we provide on our Sites, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
  • The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Services should be made aware of the potential risks to them.
  • Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
  • SUSPENSION AND TERMINATION

  • We will determine, in our sole discretion, whether there has been a breach of this acceptable use policy through your use of our Sites. When a breach of this policy has occurred, we may take such action as we deem appropriate in our absolute discretion.
  • Failure to comply with this acceptable use policy constitutes a material breach of the Terms upon which you are permitted to use our Sites, and may result in our taking all or any of the following actions
    1. Immediate, temporary or permanent withdrawal of your right to use our Sites.:
    2. Immediate, temporary or permanent removal of any posting or material uploaded by you to our Sites.:
    3. Issue of a warning to you.:
    4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.:
    5. Further legal action against you.:
    6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.:
  • We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
  • CHANGES TO THE ACCEPTABLE USE POLICY

  • We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our Sites.
  • Terms and Conditions of Supply

  • This page (together with the documents referred to herein) contains the terms and conditions on which we supply any of the subscriptions (the "Subscriptions") referred to on any of our websites (including [*] (and any related sub-domain)) (our "Sites") to you. Please read these terms and conditions of supply carefully and make sure that you understand them, before purchasing any Subscriptions from our Sites. You should understand that by ordering any of our Subscriptions, you agree to be bound by these terms and conditions of supply and the Terms (as defined above) and our acceptable use policy.
  • INFORMATION ABOUT US

  • Our Sites are operated by Power Tools Limited ("We" or "us") a limited company registered in Ireland under company number 532189 having our registered office at PO Box 36, Sommerville House, Phillips Street, St. Helier, Jersey, JE4 9NU.
  • YOUR STATUS

  • By placing an order through our Sites, you warrant that you are legally capable of entering into binding contracts and you are at least 18 years old.
  • HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

  • After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Subscription. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms the same ("Dispatch Confirmation"). The contract between us relating to your Subscription ("Subscription Contract") will only be formed when we send you the Dispatch Confirmation.
  • SUBSCRIPTIONS AND PAYMENT PLANS

  • We offer different levels of Subscription ("Subscription Levels"), the benefits of which are outlined in detail on our Sites, or otherwise set out in writing by us to you.
  • In addition to the different Subscription Levels, we also offer a choice of three different standard charging structures, being the 'Monthly Plan', and the 'Annual Plan'. The relevant fees in respect of each Subscription Level for the Monthly Plan (being the charge payable for a one month subscription period) the (the Monthly Fee), the Quarterly Plan (being the charge payable for a 3 month subscription period) the (the Quarterly Fee) and the Annual Plan (being the charge payable for a 12 month subscription period) (the Annual Fee) are outlined in detail on our sites. We may agree, as set out in writing by us, to different charging structures (Bespoke Plans) from time to time.
  • Please note that for the purposes of these terms and conditions a period of 1 month shall be referred to as an 'Allowance Period'.
  • 'FREE' SUBSCRIPTIONS

  • Any references to subscription fees paid by you under these terms and conditions shall not apply to our 'Free' Subscription Level, as it is a free service. However, all other provisions of these terms and conditions shall be applicable.
  • Notwithstanding any other provision of these Terms, we reserve the right to terminate a 'Free' Subscription Contract at any time without notice or charge to us.
  • MONTHLY PLAN

  • In the event that you subscribe to a Subscription Level on a Monthly Plan you will be obliged to pay the Monthly Fee for that Subscription Level at the commencement of your Subscription Contract. This will entitle you to one Allowance Period's worth of access at that Subscription Level, subject to these terms and conditions.
  • In utilising your Subscription Level under a Monthly Plan, you shall not be entitled to carry any unused access or data allowances from one Allowance Period to the next Allowance Period.
  • In the event that you do not cancel your Monthly Plan (cancellation to be effected as set out below) before the expiry of that initial Allowance Period you shall be automatically subscribed to a further Allowance Period's subscription on the same terms. Payment for that Allowance Period (which shall be the Monthly Fee) shall automatically be deducted from your account by us at the commencement of the Allowance Period. This recurring process shall be repeated until you cancel your Monthly Plan.
  • ANNUAL PLAN

  • In the event that you subscribe to a Subscription Level on an Annual Plan you will be obliged to pay the entire Annual Fee for that Subscription Level at the commencement of your Subscription Contract. This will entitle you to 12 consecutive Allowance Periods' worth of access at that Subscription Level, subject to these terms and conditions.
  • In utilising your Subscription Level under an Annual Plan, you shall not be entitled to carry any unused access or data allowances from one Allowance Period to the next Allowance Period.
  • In the event that you do not cancel your Annual Plan (cancellation to be effected as set out below) before the expiry of the initial 12 Allowance Periods you shall be automatically subscribed to a further 12 Allowance Period's subscription on the same terms. Payment for these Allowance Periods (which shall be the Annual Fee) shall automatically be deducted from your account by us at the commencement of the Allowance Periods. This recurring process shall be repeated until you cancel your Annual Plan.
  • DOWNGRADES

  • Where you downgrade between Subscription Levels (i.e. you downgrade to a Subscription Level that provides you with a reduced data allowance as compared to a historic Subscription Level) we shall, at our sole discretion, be allowed to terminate or restrict your ability to access or refresh reports or other data that were ran or supported using your previous Subscription Level where (considering the data allowance required) such reports or other data could not be run or supported on the new downgraded Subscription Level.
  • VAT

  • Subscription prices set out on our Site are exclusive of VAT or other applicable sales tax for residents of the European Economic Area ("Sales Tax"), which may be chargeable. We may, at our total discretion, not charge VAT if you are resident in a country that is exempt from VAT or other form of sales tax. However, if you have induced us into such a course of action through any kind of misrepresentation as to your sales tax or VAT status or of the applicability of sales tax or VAT to you, you shall be obliged to repay us the relevant sales tax or VAT charges on demand and we shall be entitled to terminate your Subscription Contract immediately without any refund.
  • SYSTEM PROTECTION

  • In order to provide an efficient service to all of our customers, we may at any time and in our total discretion delete or otherwise remove any downloads or temporary files generated by you in relation to your use of a Subscription from our system; and throttle or otherwise restrict access to some or all of our Subscription services where such action is required to prevent too many calls or other demands being made on our system at once.
  • YOUR OBLIGATIONS

  • In utilising any Subscription, you undertake to us that you shall comply with the provisions of our Terms at all times; and shall comply with the provisions of our acceptable use policy; and shall only use the information and materials provided by us to you for the purpose of research, including but not limited to the investigation of techniques and data to understand how to optimise your or your clients' websites; and shall only access and obtain the information and materials provided by us to you via the authorised methods set out on our site or otherwise notified by us to you; and shall not attempt to bypass any functionality or access features on our site by using custom http (or other) calls, or attempt to manipulate our site or access it in any manner which would not reasonably be viewed as a normal permitted use of the site; and shall not query our database or servers using any automated tools without getting our prior permission to do so; save where such query is carried out by a search engine which is obeying robots.txt demands; and shall not create, save where we have provided our express written consent, any derivative works of, or resell, the information and materials provided by us to you; and shall not act in such a way as to damage the reputation or commercial prospects of us.
  • If you are in any doubt as to whether or not you are acting, or are about to act, in compliance with your obligations set out in this clause please contact us immediately.
  • YOUR CANCELLATION

  • You shall be entitled to cancel a Subscription Contract at any time by contacting Power Tools Limited.
  • For the avoidance of any doubt, you will not be entitled to any refund in respect of any Allowance Periods still remaining, or any time remaining in a particular Allowance Period, after your cancellation of a Subscription Contract.
  • OUR CANCELLATION

  • We shall be entitled to cancel your Subscription Contract forthwith at any time by notice in writing to you.
  • In the event that we cancel your Subscription Contract:
    1. where you have breached any provisions of these terms and conditions you will not be entitled to any form of refund;
    2. where you have not breached any provisions of these terms and conditions you will be entitled to a reasonable refund in respect of any monies you have paid to us which are properly attributable to a part of your Subscription Contract which you have paid for but, as a result of our cancellation, you are unable to utilise];
    3. we may revoke any such access you may have had to the secure (subscribed) areas of our sited;
    4. you may no longer be entitled to access any of our information, data or materials we had agreed to be provided to you under the Subscription Contract;
    5. you will indemnify us and hold us harmless in relation to all costs and expenses (including, in particular, damages, legal and other professional fees and consequential losses) incurred by us (whether directly or indirectly) as a result of any breach of these terms and conditions by you that lead to our cancellation of your Subscription Contract (including a reasonable amount in respect of management time).
  • REFUNDS

  • Save in respect of refunds made under clauses 11 and 16.2(b) any refunds will be made at our sole discretion.
  • DISCLAIMER

  • We release and publish information based on data sourced from a distributed network which is not within our total control. We do not inspect such information prior to its release. Information and other materials that you obtain from us through your Subscription is therefore not intended to amount to advice on which reliance should be placed. We disclaim all liability and responsibility arising from any reliance placed on such information or materials, or by anyone who may be informed of any of its contents.
  • OUR LIABILITY

  • If we fail to comply with these Terms, we shall only be liable to you for the price paid by you under the Subscription Contract.
  • We will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
    1. loss of income or revenue;
    2. loss of business;
    3. loss of profits;
    4. loss of anticipated savings;
    5. loss of organic search visibility in internet search engines;
    6. loss of data; or
    7. waste of management or office time.
  • However, this clause will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (i) to (vi) inclusive of this clause.
  • Nothing in this agreement excludes or limits our liability for:
    1. death or personal injury caused by our negligence;
    2. fraud or fraudulent misrepresentation;
    3. any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
    4. any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
  • WRITTEN COMMUNICATIONS

  • Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication by with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
  • NOTICES

  • All notices given by you to us must be given sent in writing to Our Sites are operated by Power Tools Limited, PO Box 36, Sommerville House, Phillips Street, St. Helier, Jersey, JE4 9NU. (notice to us by you via email or fax is not permissible). We may give notice to you (in our discretion) at either the e-mail or postal address you provide when registering. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
  • TRANSFER OF RIGHTS AND OBLIGATIONS

  • The Subscription Contract between you and us is binding on you and us and on our respective successors and assignees.
  • You may not transfer, assign, charge or otherwise dispose of a Subscription Contract, or any of your rights or obligations arising under it, without our prior written consent.
  • We may transfer, assign, charge, sub-contract or otherwise dispose of a Subscription Contract, or any of our rights or obligations arising under it, at any time during the term of the Subscription Contract.
  • EVENTS OUTSIDE OUR CONTROL

  • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Subscription Contract that is caused by events outside our reasonable control ("Force Majeure Event").
  • A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
    1. strikes, lock-outs or other industrial action;
    2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
    3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
    4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
    5. impossibility of the use of public or private telecommunications networks;
    6. the acts, decrees, legislation, regulations or restrictions of any government; and
    7. pandemic or epidemic.
  • Our performance under any Subscription Contract is deemed to be suspended for the period that the Force Majeure Event continues. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Subscription Contract may be performed despite the Force Majeure Event.
  • WAIVER

  • If we fail, at any time during the term of a Subscription Contract, to insist upon strict performance of any of your obligations under the Subscription Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Subscription Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
  • A waiver by us of any default will not constitute a waiver of any subsequent default.
  • No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with "Notice" clause above.
  • SEVERABILITY

  • If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of a Subscription Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
  • ENTIRE AGREEMENT

  • These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Subscription Contract.
  • We each acknowledge that, in entering into a Subscription Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
  • Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
  • Nothing in this clause limits or excludes any liability for fraud.
  • OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

  • At our sole discretion, we may revise these terms and conditions as they apply to your Subscription Contract from time to time to reflect changes in relevant laws and regulatory requirements, changes in market conditions affecting our business, changes in technology, changes in our commercial requirements, changes in payment methods, and changes in our system's capabilities.
  • If we revise these terms and conditions as they apply to your Subscription Contract, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel your Subscription Contract if you are not happy with the changes. If you opt to cancel, your Subscription Contract shall be terminated as if we had cancelled the Subscription Contract with no breach by you and, accordingly, the provisions of part (ii) of "Our Cancellation" clause shall apply.
  • LAW AND JURISDICTION

  • Any dispute or claim arising out of or in connection with a Subscription Contract or its subject matter or formation (including non-contractual disputes or claims) will be governed by English law and be subject to the exclusive jurisdiction of the courts of England and Wales.
  • THIRD PARTY RIGHTS

  • A person who is not party to these terms and conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.