Subscription Terms and Conditions

for Mapadillo Software as a Service (SAAS)

Effective from 7th November 2016

This page (together with our Privacy Policy and Terms of Website Use) gives you information about us and the legal terms and conditions (Terms) on which we make available certain software applications to subscribers via the Internet on a pay-per-use basis.

These Terms will apply to any contract between us for the supply of our Service to you (Contract).  Each Contract will consist of the Order, these Terms and any other document(s) referred to in the Order.  Please read these Terms carefully and make sure that you understand them before ordering the Service from our site.  Please note that before placing an order you will be asked to agree to these Terms.  If you refuse to accept these Terms, you will not be able to order the Service from our site. 

We amend these Terms from time to time.  Every time you wish to order from us, please check these Terms to ensure you understand the terms which will apply at that time.  These Terms were most recently updated on the date written above. 

1.

Information About Us

1.1
We operate the website www.mapadillo.com.  We are Mapadillo Limited, a company registered in England and Wales with company number 08162708 and with our registered office at Midway House, Staverton Technology Park, Herrick Way, Staverton, Cheltenham, Gloucestershire, GL51 6TQ, United Kingdom.  You may contact us by e-mailing us at enquiry@mapadillo.com.  If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 16.

2.

Interpretation

2.1
The definitions and rules of interpretation in this clause apply in these Terms.
Authorised Users: those employees, agents and independent contractors of yours who are authorised by you to use the Service and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
Customer Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Service or facilitating your use of the Service.
Documentation: the document made available by us to you online via https://www.mapadillo.com/help or such other web address notified by us to you from time to time which sets out a description of the Service and the user instructions for the Service.
Initial Subscription Term: the initial term of your subscription as set out in the Order.
Normal Business Hours: 9.00 am to 6.00 pm UK local time, each Business Day.
Order: the detailed description of the Service that we agree to provide to you, plus other relevant details such as the Initial Subscription Term and the Subscription Fees.
Renewal Period: the period described in clause 14.1.
Service: the subscription service provided by us to you via www.mapadillo.com or any other website notified by us to you from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by us as part of the Service.
Subscription Fees: the subscription fees payable by you to us for the User Subscriptions, as set out in the Order.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions purchased by you which entitle Authorised Users to access and use the Service and the Documentation in accordance with these Terms.
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.
2.2
Clause headings shall not affect the interpretation of these Terms.
2.3
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
2.4
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
2.5
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 and shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

3.

User Subscriptions

3.1
Subject to you purchasing the User Subscriptions in accordance with these Terms, the restrictions set out in this clause 3 and elsewhere in these Terms, we hereby grant you a non-exclusive, non-transferable right to permit the Authorised Users to use the Service and the Documentation during the Subscription Term.
3.2
In relation to the Authorised Users, you undertake that:
(a)
the maximum number of Authorised Users that you authorise to access and use the Service and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;
(b)
you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service and/or Documentation;
(c)
each Authorised User shall keep a secure password for his use of the Service and Documentation, that such password shall be changed from time to time and that each Authorised User shall keep his password confidential;
(d)
you shall permit us to audit the Service in order to establish the name and email address of each Authorised User.  Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
(e)
if any of the audits referred to in clause 3.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, we will change that password and we will not issue any new passwords to any such individual; and
(f)
if any of the audits referred to in clause 3.2(d) reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment as calculated in accordance with the prices set out in the Order within 10 Business Days of the date of the relevant audit.
3.3
You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:
(a)
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)
facilitates illegal activity;
(c)
depicts sexually explicit images;
(d)
promotes unlawful violence;
(e)
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f)
in a manner that 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 disable your access to any material that breaches the provisions of this clause.
3.4
You shall not:
(a)
except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and you:
(i)
and except to the extent expressly permitted under these Terms, 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
(ii)
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b)
access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; or
(c)
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users, or
(d)
attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 3.
3.5
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

4.

Additional User Subscriptions

4.1
Subject to clause 4.2, you may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order and we will grant access to the Service and the Documentation to such additional Authorised Users in accordance with these Terms.
4.2
You shall, within 30 days of the date of our invoice, pay to us the relevant fees for such additional User Subscriptions as set out in the Order and, if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or the then current Renewal Period (as applicable).

5.

Service

5.1
We shall, during the Subscription Term, provide the Service and make available the Documentation to you on and subject to these Terms.
5.2
We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
(a)
planned maintenance carried out during the maintenance window of 6.00 pm to 2.00 am UK time; and
(b)
unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least one Normal Business Hours' notice in advance.
5.3
We will, as part of the Service and at no additional cost to you, use reasonable endeavours during Normal Business Hours to fix any problems with the Service that you report to us by email to enquiry@mapadillo.com.

6.

Customer Data

6.1
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.
6.2
We shall follow our standard archiving procedures for Customer Data.  In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with our standard archiving procedure.  We will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
6.3
We shall, in providing the Service, comply with our Privacy Policy relating to the privacy of Customer Data, as such policy may be amended from time to time by us in our sole discretion.
6.4
If we process any personal data on your behalf when performing our obligations under these Terms, we and you record our intention that you shall be the data controller and we shall be a data processor and in any such case:
(a)
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;
(b)
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;
(c)
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
(d)
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.

7.

Third Party Providers

 
You acknowledge that the Service 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 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 Service.

8.

Our Obligations

8.1
We undertake that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.
8.2
The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us or our duly authorised contractors or agents.  If the Service does not conform with the foregoing undertaking, we will, at our expense, use all 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 8.1.  Notwithstanding the foregoing, we:
(a)
do not warrant that your use of the Service will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by you through the Service will meet your requirements; and
(b)
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 Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.

Your Obligations

9.1
You shall:
(a)
provide us with:
(i)
all necessary co-operation in relation to our supply of the Service to you; and
(ii)
all necessary access to such information as may be required by us;
 
in order to provide the Service, including but not limited to Customer Data, security access information and configuration services;
(b)
ensure that the Authorised Users use the Service and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;
(c)
ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
(d)
be solely responsible for procuring and maintaining its network connections and telecommunications links from your systems to our data centre(s), 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.

10.

Charges and Payment

10.1
You shall pay the Subscription Fees to us for the User Subscriptions in accordance with this clause 10 and the Order.
10.2
We shall invoice you:
(a)
on the date of the Order for the Subscription Fees payable in respect of the Initial Subscription Term; and
(b)
subject to clause 14.1, at least 30 days prior to each anniversary of such date for the Subscription Fees payable in respect of the next Renewal Period,
 
and you shall pay each invoice within 30 days after the date of such invoice.
10.3
If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of ours:
(a)
we may, without liability to you, disable your password, account and access to all or part of the Service and we will be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
(b)
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
10.4
All amounts and fees stated or referred to in the Contract are non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to our invoices at the appropriate rate.
10.5
If, at any time whilst using the Service, you exceed the amount of disk storage space specified in the Order, we shall charge you and you shall pay, our then current excess data storage fees.
10.6
We shall be entitled to increase the Subscription Fees, the fees payable in respect of additional User Subscriptions and/or the excess storage fees at the start of each Renewal Period upon 30 days' prior notice to you and the Order shall be deemed to have been amended accordingly.

11.

Proprietary Rights

11.1
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and the Documentation.  Except as expressly stated herein, we do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.
11.2
We confirm that we have all the rights in relation to the Service and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the Contract.

12.

Confidentiality

12.1
Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract.  A party's Confidential Information shall not be deemed to include information that:
(a)
is or becomes publicly known other than through any act or omission of the receiving party;
(b)
was in the other party's lawful possession before the disclosure;
(c)
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d)
is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e)
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2
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 the Contract.
12.3
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.
12.4
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5
You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute our Confidential Information.
12.6
We acknowledge that the Customer Data is your Confidential Information.
12.7
This clause 12 shall survive termination of the Contract, however arising.

13.

Limitation of Liability

13.1
This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
(a)
arising under or in connection with the Contract;
(b)
in respect of any use made by you of the Service and Documentation or any part of them; and
(c)
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2
Except as expressly and specifically provided in the Contract:
(a)
you assume sole responsibility for results obtained from the use of the Service 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 Service, or any actions taken by us at your direction;
(b)
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 the Contract; and
(c)
the Service and the Documentation are provided to you on an "as is" basis.
13.3
Nothing in the Contract excludes our liability for:
(a)
death or personal injury caused by our negligence; or
(b)
fraud or fraudulent misrepresentation.
13.4
Subject to clauses 13.2 and 13.3:
(a)
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 the Contract; and
(b)
our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14.

Term and Termination

14.1
The Contract shall, unless otherwise terminated as provided in this clause 14, commence on the subscription commencement date specified in the Order and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a)
either party notifies the other party of termination, in writing, at least 45 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b)
otherwise terminated in accordance with these Terms;
 
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)
the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b)
the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c)
the other party repeatedly breaches any of the terms of the Contract 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 the Contract;
(d)
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; or
(e)
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3
On termination of the Contract for any reason:
(a)
all licences granted under the Contract shall immediately terminate;
(b)
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;
(c)
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 the Contract, a written request for the delivery to you of the then most recent back-up of the Customer Data.  We will use reasonable commercial endeavours to deliver the back-up to you within 30 days of our 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
(d)
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 Contract which existed at or before the date of termination shall not be affected or prejudiced.

15.

Force Majeure

 
We shall have no liability to you under the Contract if we are prevented from or delayed in performing our obligations 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, 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 we notify you of such an event and its expected duration.

16.

General

16.1
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.2
No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
16.3
Except as expressly provided in these Terms, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
16.4
If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.5
The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.6
Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of the Contract, other than as expressly set out in the Contract.
16.7
You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
16.8
We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.
16.9
The Contract does not confer any rights on any person or party other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.10
Any notice required to be given under the Contract 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 the Order or such other address as may have been notified by that party for such purposes.  A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 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.
16.11
The Contract 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.  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 the Contract or its subject matter or formation (including non-contractual disputes or claims).

Website Terms and Conditions of Use

Effective from 4th June 2014.

1. Introduction

1.1 These terms and conditions set out the terms between you the user and us the website owner.

1.2 Your use of this website and any service contained within constitutes acceptance of these terms and conditions in full.

1.3 You should not use this website if you do not accept these terms and conditions in full.

2. Privacy

We take your privacy seriously and comply with the Data Protection Act 1998.  For further details please see our Privacy Policy.

3. Licence

3.1 We grant you a licence to access the content, information and services contained within our website for personal and commercial use.

3.2 This licence allows you to download and cache (using your browser) individual pages from our website.

3.3 This licence does not allow you to download and modify individual pages or substantial parts of our website nor to make our website available via an intranet, where our website or a substantial part of it is hosted locally on the intranet in question.

3.4 Our website design, layout, content or text cannot be copied, edited or otherwise manipulated without our express prior written permission.

3.5 Our website cannot be placed within the frame-set of another site.

3.6 Third parties are allowed to "deep link" to pages within our website without our express prior written permission.  The content of such links, whether graphic or text, should not be misleading, false, derogatory or in any other way offensive.

4. Copyright

4.1 All content, databases, graphics, buttons, icons, logos, layouts and look and feel are our copyright, unless expressly acknowledged as otherwise.

4.2 The data mining, extraction or utilisation of product information from our website is not permitted without our express prior written permission.

5. User Generated Content

5.1 Where the facility exists you may provide reviews or public feedback on the website, also known as user-generated content.

5.2 Where the facility exists such user-generated content can be provided in different formats and mediums; text, audio, video and still photographs.

5.3 As part of providing this content to us you agree to grant us a worldwide, irrevocable, non-exclusive and royalty-free license to use, distribute, edit, translate and repurpose such content, as we require, including sub-licensing to other parties.

5.4 Such content shall not infringe the intellectual property rights of any other party.  Furthermore the content shall not be illegal or capable of breaching the laws of any jurisdiction in which it may be displayed.

5.5 We reserve the right to remove any content, which breaches or risks breaching these terms and conditions.

5.6 However, we shall not assume any responsibility for auditing or monitoring any user generated content.

5.7 Any complaints about such content by rights holders or any user or visitor to our website should be directed to us using our contact details listed at the end of these terms and conditions.

6. Limitations and Exclusions of Liability

6.1 Where content and information is provided on the website without charge we exclude all liability for such content and information.

6.2 All business losses (including, but not limited to) loss of profits, income, revenue, damage to goodwill, loss of other commercial contracts, other commercial opportunities are all excluded.

6.3 All indirect, consequential or special losses or damage are all excluded.

6.4 All other losses or damages not reasonably foreseeable at the time of the contract between you and us are also excluded.

6.5 All losses relating to the loss or corruption of data, databases, systems, software or hardware are all excluded.

6.6 These terms and conditions do not exclude or limit liability for death or personal injury caused by you or us.

6.7 These terms and conditions do not exclude or limit liability for fraud or fraudulent misrepresentation caused by you or us.

6.8 These terms and conditions do not exclude or limit liability where this conflicts with the applicable law for this jurisdiction.

7. Indemnity

By your use of our website you hereby indemnify us and undertake to keep us indemnified at all times now and in the future against all possible claims relating to any breach of these terms and conditions by you.  Such indemnities to include, (but not be limited to) all costs legal and otherwise, all other expenses, damages or settlements arising from your breach of these terms and conditions.

8. Variation

We reserve the right to vary these terms and conditions at any time, without giving notice to you.  Such varied terms and conditions shall automatically apply to the use of our website from the date of publication on our website.

9. Assignment

We reserve the right to assign our rights and also our obligations under these terms and conditions, without giving notice to you.  This right of assignment shall only apply to us and shall not apply to you in any way.

10. Severability

The foregoing paragraphs, sub-paragraphs and clauses of these terms and conditions shall be read and construed independently of each other.  Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

11. Waiver

Failure by us to enforce any accrued rights under these terms and conditions is not to be taken as or deemed to be a waiver of those rights by us unless we acknowledge the waiver in writing.

12. Third Parties

These terms and conditions are between you and us.  They do not apply to, or benefit any third party and are not reliant on any third party.

13. Entire Terms and Conditions

These terms and conditions set out the entire agreement and understanding between you and us.

14. Your Statutory Rights

Where acting as a consumer your statutory rights are unaffected.

15. Jurisdiction

These terms and conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.