Terms of Service

Last modified 2 July 2018
These Terms of Service (the "Terms") set out the conditions for using the getclayton.com, clayton.io and claytonapp.com websites (each a "Site") and the Services provided by the Supplier.  

(1) Interpretation

(1.1) The definitions and rules of interpretation in this clause apply in these Terms.
Term Interpretation
API an application programming interface utilised by an Authorised User which is authorised to use the Services, as further described in clause 5.
Authorised Users those employees, agents, third party suppliers and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 5.
Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Confidential Information means any and all information acquired by either party about the other party's business and/or given by one party to the other party and/or generated by either party from the other party's confidential information.
Customer the business customer using the Services.
Customer Data the data inputted by (or retrieved from) the Customer, a Managed Project, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Effective Date the date of first use of the Services by the Customer.
Initial Subscription Term the initial subscription term as determined by the type of Seat Subscription selected.
Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Free Trial as defined at clause 13.1.
Managed Project any software development project undertaken by the Customer for which the Services are being utilised.
Normal Business Hours 9.00 am to 5.30 pm local UK time, each Business Day.
Renewal Period the period described in clause 18.1.
Rules any combination of code, metadata and configuration either written by the Supplier or the Customer that can be configured and used by the Software to perform code reviews of any Managed Project.
Seat Subscriptions the seat subscriptions purchased by the Customer pursuant to clause 12.1 (subject to advertised minimum quantities) which entitle Authorised Users (and, where stated in the Specification, API associated with those Authorised Users) to access, use or receive the benefit of the Services in accordance with these Terms. Seat Subscriptions include different types of allowances and restrictions as detailed in the Specification.
Services the Software subscription services provided by the Supplier to the Customer under these Terms via clayton.io or any other website notified to the Customer by the Supplier from time to time.
Software the online code review software applications provided by the Supplier as part of the Services.
Specification the specification outlined in relation to each Seat Subscription plan.
Subscription Fees the subscription fees payable by the Customer to the Supplier for the Seat Subscriptions, as determined by the type of Seat Subscription selected.
Subscription Term has the meaning given in clause 18.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier Space Heroes Limited, a limited company incorporated in England and Wales with company number 09425439 and registered office at Suites 5 & 6 The Printworks Hey Road, Barrow, Clitheroe, Lancashire, England, BB7 9WB
Terms of Use the terms of use located at https://www.getclayton.com/terms-of-service/
Virus 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.

(2) Contacting Us

(2.1) The Services are operated by the Supplier.
(2.2) To contact the Supplier, please email hello@clayton.io

(3) Acceptance of these Terms

By using the Services, the Customer confirms acceptance of these Terms and agrees to comply with them.

(4) Changes to these Terms, the Site or the Services

(4.1) The Supplier reserves the right to amend these Terms from time to time.
(4.2) The Supplier may need to update and change the Services, Specification, Rules, Site and/or its contents from time to time to reflect changes to the service, users' needs and the Supplier's business priorities. The Supplier will try to give the Customer reasonable notice of any major changes.

(5) Seat Subscriptions

(5.1) Subject to the Customer purchasing the Seat Subscriptions in accordance with clause 12.1 (except where undertaking a Free Trial in accordance with clause 13), the restrictions set out in this clause 5 and the other terms and conditions of these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users and, where applicable, API to use the Services during the Subscription Term, or for the duration of the Free Trial, as applicable, solely for the Customer's internal business operations.
(5.2) In relation to the Authorised Users and, where applicable, API, the Customer undertakes that:
  • (5.2.1) it will procure that Authorised Users and API shall adhere to these Terms and the Terms of Use and will be liable for all acts and omissions of any Authorised Users and API;
  • (5.2.2) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of Seat Subscriptions it has purchased from time to time, or as agreed as part of a Free Trial;
  • (5.2.3) the maximum number of authorised API that access and use the Services shall not exceed the number of Authorised Users;
  • (5.2.4) it will not allow or suffer any Seat Subscription to be used by more than one individual Authorised User and that Authorised User's associated API;
  • (5.2.5) it shall maintain a written, up to date list of current Authorised Users and API and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
(5.3) The Supplier reserves the right to read and track the identities of contributors of Customer Data and if the Supplier detects any contributors that are not licenced to use the Service (which contributors may be actively using the Services directly or indirectly via another Authorised User), the Supplier will notify the Customer and the Customer must either purchase an additional Seat Subscription for such contributor or mark the contributor as inactive on the Service. If the Customer does not take either of these actions within 7 days of notification, the Supplier reserve the right to suspend the provision of Services and charge the Customer retrospectively for an additional Seat Subscription in accordance with clause 12. If the Customer marks a contributor as inactive on the Service and the same individual is later detected as being active in receiving the Service, the Supplier reserves the right to suspend the provision of Services and charge the Customer retrospectively for an additional Seat Subscription for such individual at a price which is double the amount of the usual Subscription Fee for the first six months and the usual Subscription Fee thereafter in accordance with clause 12.
(5.4) The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  • (5.4.1) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • (5.4.2) facilitates illegal activity;
  • (5.4.3) depicts sexually explicit images;
  • (5.4.4) promotes unlawful violence;
  • (5.4.5) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • (5.4.6) is otherwise illegal or causes damage or injury to any person or property; 
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
(5.5) The Customer shall not:
  • (5.5.1) 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:
  • (5.5.1.1) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  • (5.5.1.2) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  • (5.5.1.3) use the Software to run systematic code analysis tasks without directly altering or maintaining the Managed Project or other underlying applicable software.
  • (5.5.2) access all or any part of the Services in order to build a product or service which competes with the Services; or
  • (5.5.3) remove or alter any author metadata in the Supplier's code;
  • (5.5.4) flag authors as inactive where an author continues to contribute code; or
  • (5.5.5) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
  • (5.5.6) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
(5.6) The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
(5.7) The rights provided under this clause 5 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

(6) Additional Seat Subscriptions

(6.1) Subject to clause 6.2 and clause 6.3, the Customer may, from time to time during any Subscription Term, purchase additional Seat Subscriptions in excess of the number purchased and the Supplier shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms.
(6.2) If the Customer wishes to purchase additional Seat Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional Seat Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional Seat Subscriptions within 2 Business Days of its approval of the Customer's request.
(6.3) If the Supplier approves the Customer's request to purchase additional Seat Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional Seat Subscriptions as determined by the type of Seat Subscription selected and, if such additional Seat Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

(7) Services

(7.1) The Supplier shall, during the Subscription Term or Free Trial, provide the Services to the Customer on and subject to these Terms.
(7.2) The Supplier shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  • (7.2.1) planned maintenance usually carried out at weekends during the maintenance window of 8.00 am to 12.00 am UK time (but such times are indicative only);
  • (7.2.2) unscheduled maintenance performed outside Normal Business Hours, which shall be notified to the Customer on the Site where the Customer has subscribed to receive maintenance updates; and
  • (7.2.3) any unavailability caused by circumstances beyond the Supplier's reasonable control, including for example a force majeure event pursuant to clause 19, internet service provider or third party hosting provider failure or delay, non-Supplier application, or denial-of-service attack. 
(7.3) The Supplier will, as part of the Services and in consideration of the support fees charged at the Supplier's then current rates, provide the Customer with the Supplier's standard customer Support Services. The Supplier may amend the Support Services in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

(8) Customer Data

(8.1) The Customer 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.
(8.2) If the Supplier processes any personal data on the Customer's behalf when performing its obligations under these Terms, the parties shall comply with their obligations under the Data Protection Legislation. The Customer acknowledges and agrees that it is responsible for obtaining the relevant consent of, or providing the necessary notices to, data subjects whose personal data is provided to the Supplier as part of the Customer Data prior to the use of the Service, which complies with the Data Protection Legislation and is sufficient to allow the Supplier to process the data subject's personal data in accordance with these Terms.
(8.3) By submitting the Customer Data for verification under the Service as part of a Managed Project or otherwise, the Customer grants the Supplier a non-exclusive, royalty-free, worldwide, irrevocable and perpetual licence to access, retrieve, retain, store, use, copy and disclose such Customer Data solely:
  • (8.3.1) in connection with the provision of the Service and to carry out its obligations under these Terms;
  • (8.3.2) to protect the operation of the Services;
  • (8.3.3) to create aggregated, anonymised data, including for usage statistics; and
  • (8.3)  to satisfy applicable legal, accounting or regulatory requirements. 

(9) Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes 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 the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

(10) Supplier's obligations

(10.1) The Supplier undertakes that the Services will be performed substantially in accordance with the Specification and with reasonable skill and care.
(10.2) The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 10.1. Notwithstanding the foregoing, the Supplier:
  • (10.2.1) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or
  • that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
  • (10.2.2) is 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 
(10.3) These Terms shall not prevent the Supplier 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.
(10.4) The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

(11) Customer's obligations

(11.1) The Customer shall:
  • (11.1.1) provide the Supplier with:
  • (11.1.1.1) all necessary co-operation in relation to these Terms; and
  • (11.1.1.2) all necessary access to such information as may be required by the Supplier;
  • in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  • (11.1.2) comply with all applicable laws and regulations with respect to its activities under these Terms;
  • (11.1.3) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  • (11.1.4) ensure that the Authorised Users use the Services in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;
  • (11.1.5) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
  • (11.1.6) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
  • be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

(12) Charges and payments

(12.1) Except where clause 13 applies, the Customer shall pay the Subscription Fees to the Supplier for the Seat Subscriptions in accordance with this clause 12 and as determined by the type of Seat Subscription selected and the support fees in accordance with clause 7.3.
(12.2) The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Customer hereby authorises the Supplier to bill such credit card on a recurring and periodic basis, depending on the type of subscription plan the Customer selects when purchasing a Seat Subscription.
(12.3) If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
  • (12.3.1) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • (12.3.2) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
(12.4) All amounts and fees stated or referred to in these Terms:
  • (12.4.1) shall be payable in pounds sterling (unless agreed otherwise);
  • (12.4.2) are, subject to clause 17.3.2, non-cancellable and non-refundable;
  • (12.4.3) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 
(12.5) If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Specification, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees.
(12.6) The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Seat Subscriptions purchased pursuant to clause 6.3, the support fees payable pursuant to clause 7.3 and/or the excess storage fees payable pursuant to clause 12.5 at the start of each Renewal Period upon 90 days' prior written notice to the Customer.

(13) Free trials

(13.1) The Supplier may, at its sole discretion, offer the Customer a Seat Subscription as a free trial for a limited period of time (a "Free Trial").
(13.2) The Customer may be required to enter its billing information in accordance with clause 12.2 in order to sign up for a Free Trial.
(13.3) The Customer will not be charged by the Supplier until the Free Trial has expired. On the last day of the Free Trial period, unless the Customer cancels the associated Seat Subscription by giving the Supplier not less than 30 days' prior written notice, the Customer will be automatically charged the applicable Subscription Fees for the type of Seat Subscription selected.

(14) Intellectual property

(14.1) Nothing shall affect, or grant any right to, any Intellectual Property Rights owned by and/or licensed to either party prior to the commencement of this agreement.
(14.2) Except in relation to clause 14.3, all Intellectual Property Rights arising as a result of performance of this agreement shall vest in the Customer unless otherwise agreed in writing between the parties and all such rights to the extent owned by the Supplier (both existing and future) are assigned by the Supplier to Customer with full title guarantee.
(14.3) All Intellectual Property Rights relating to Rules arising as a result of performance of this agreement shall vest in the Supplier and all such rights to the extent owned by the Customer (both existing and future) are assigned by the Customer to the Supplier with full title guarantee.
(14.4) Each party grants a royalty-free non-exclusive licence to the other party to use it's relevant Intellectual Property Rights solely for the purpose of the other party exercising its rights and/or performing its obligations under this agreement.

(15) Confidentiality

(15.1) Neither party shall use and/or disclose any Confidential Information which is acquired by it about the other party's business and/or given by one party to the other party and/or generated by either party from the other party's Confidential Information except in the proper performance of this agreement.
(15.2) Notwithstanding clause 15.1, the Supplier may issue a press release (or if the Supplier wishes, another form of public communication) relating to the parties' entry into this agreement.
(15.3) The Customer agrees that the Supplier may use the Customer's company and trading name(s) and logo in its online and printed sales and marketing material strictly for the purpose of identifying the Customer as a customer of the Supplier.

(16) Indemnity

(16.1) The Customer shall defend, indemnify and hold harmless the Supplier 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 the Customer's (including Authorised Users) use of the Services, provided that:
  • (16.1.1) the Customer is given prompt notice of any such claim;
  • (16.1.2) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  • (16.1.3) the Customer is given sole authority to defend or settle the claim.
(16.2) The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  • (16.2.1) the Supplier is given prompt notice of any such claim;
  • (16.2.2) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
  • (16.2.3) the Supplier is given sole authority to defend or settle the claim. 
(16.3) In the defence or settlement of any claim, the Supplier may procure the right for the Customer 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 the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
(16.4) In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  • (16.4.1) a modification of the Services by anyone other than the Supplier; or
  • (16.4.2) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
  • (16.4.3) the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority. 
(16.5) The foregoing and clause 17.3.2 states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

(17) Limitation of liability

(17.1) Except as expressly and specifically provided in these Terms:
  • (17.1.1) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
  • (17.1.2) the Supplier shall have no liability for, without limitation, any harm, damage or losses caused by the actions or omissions of the Supplier's 3rd party hosting provider;
  • (17.1.3) 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
  • (17.1.4) the Services are provided to the Customer on an "as is" basis.
(17.2) Nothing in these Terms excludes the liability of the Supplier:
  • (17.2.1) for death or personal injury caused by the Supplier's negligence; or
  • (17.2.2) for fraud or fraudulent misrepresentation. 
(17.3) Subject to clause 17.1 and clause 17.2:
  • (17.3.1) the Supplier 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, loss of reputation 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
  • (17.3.2) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 16.2), 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 Seat Subscriptions during the 12 months immediately preceding the date on which the claim arose. 

(18) Term and termination

(18.1) This agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 1 month, 12 months (as identified in the Subscription Term) or as agreed in writing between parties (each a Renewal Period), unless:
  • (18.1.1) either party notifies the other party of termination, in writing, at least 14 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
  • (18.1.2) 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.
(18.2) The Supplier may terminate this agreement by giving the Customer 30 days' written notice.
(18.3) A party may immediately terminate this agreement by written notice if the other party:
  • (18.3.1) fails to make any payment when due;
  • (18.3.2) breaches the terms of these Terms (and if remediable the breach has not been remedied in 14 days of receiving notice requiring it to be remedied);
  • (18.3.3) persistently breaches any one or more terms of these Terms;
  • (18.3.4) ceases or threatens to cease to carry on business; and/or
  • (18.3.5) is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application, the entering into of a board resolution or the giving of any notice) by it or by any other person in respect or any of these circumstances. 
(18.4) On termination of this agreement for any reason:
  • (18.4.1) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services; and
  • (18.4.2) 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 the agreement which existed at or before the date of termination shall not be affected or prejudiced. 
Except as expressly stated in this agreement, no refunds are available in respect of the Services.

(19) Force majeure

The Supplier shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or 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 the Customer is notified of such an event and its expected duration.

(20) 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.

(21) 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.

(22) Severance

(22.1) If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 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.
(22.2) 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.

(23) Entire agreement

(23.1) These Terms constitutes 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.
(23.2) 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.
(23.3) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

(24) Assignment

(24.1) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
(24.2) The Supplier 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.

(25) 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).

(26) Third party rights

These Terms does 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.

(27) Notices

(27.1) 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 set out in these Terms, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in these Terms.
(27.2) 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. A notice sent by email shall be deemed to have been received at 9 am on the first Business Day following delivery.

(28) Governing law

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

(29) Jurisdiction

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