Participating Outlets - Terms & Conditions

These Terms and Conditions ("Conditions") apply between the individual, firm or company named in your order for Services (the "Customer" or "you") and Useyourlocal Limited, a company registered under the laws of Scotland with registration number SC349564 (referred to as "us/we/our").

These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1. Interpretation

1.1. The definitions and rules of interpretation in this condition apply in these Conditions.

"Authorised User"

the individual who is authorised by you to log in via our Website, and who acts as an administrator of your account, whose name and contact details are inputted at the time of registration or added pursuant to these Conditions;

"Business Day"

a day other than a Saturday, Sunday or public holiday in England when banks in the City of 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 in condition 16.1;

"Contract"

means the contract between you and us for the provision of the Services, which consists of our Order Confirmation and these Conditions;

"control"

shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression "change of control" shall be construed accordingly;

"Customer Content"

means all materials, data and information created by you or your Authorised Users, or on your behalf (asides from by us), which is uploaded to any of the Websites, including photographs, food and bar related content (for example menus), and your trademarks and branding, but in all cases excluding the Paid For Content and Our Content.

"Deliverables"

means any marketing materials, point of sale kits, reports, analyses, statistics, templates, benchmarking reports and data reviews provided by us as part of the Services, as described in the Documentation;

"Documentation"

the description of our service tiers, made available to you through the Website which sets out a description of the Services that we will provide to you, as updated by us from time to time;

"Fees"

the fees payable by you to us in accordance with condition 15;

"Initial Subscription Term"

means the initial subscription term as set out in the Order Confirmation;

"Intellectual Property Rights"

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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;

"Normal Business Hours"

8.00 am to 6.00 pm local UK time, each Business Day;

"Order Confirmation"

our written confirmation of your order;

"Our Content"

means all of our content which is not developed specifically for you, including all content and designs of your Website, and our own trademarks, get-up and branding;

"outlet"

means the business outlet that you register with us in respect of the Services;

"Outlet Domain"

means your standalone domain address for your business, which may be pointed to your Website pursuant to condition 6;

"Paid for Content

means all content that is provided by us or our employees, agents or contractors to you in relation to the Outlet;

"Renewal Period"

the renewal period as set out in the Order Confirmation;

"Services"

the subscription services provided by us to you via our Website, as more particularly described in the Documentation;

"Subscription Term"

has the meaning given in condition 18.1 (being the Initial Subscription Term together with any subsequent Renewal Periods);

"Trade Marks"

means our registered trade marks, trade mark applications and unregistered trade marks and logos;

"Visitor"

means a visitor to any of the Websites;

"Visitor Content"

means all content inputted by a visitor, including any registered user, via any of the Websites;

"Visitor Data"

means all data inputted by a Visitor to any of the Websites.

"Websites"

means our Website and your Website;

"your Website"

means the web pages hosted by us dedicated to your outlet and provided by us to you as part of the Services, which are accessible at a sub-domain of our Website, and which may be accessible (subject condition 6 of this Contract) on the Outlet Domain.

1.2. Condition headings shall not affect the interpretation of these Conditions.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4. 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. Any words following the term "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not limit the sense of the words, description, phrase or term preceding those terms.

1.5. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract and shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.

1.6. A reference to "writing" or "written" excludes both faxes and e-mail.

2. Your Subscription

2.1. By registering your outlet as a participating outlet via www.useyourlocal.com ("our Website"), and by agreeing to pay the Fees, you are agreeing to enter into a contract with us subject to and in accordance with these Conditions. You are responsible for reading and ensuring you understand these Conditions before you agree to register your outlet. If you do not agree to these Conditions, you should not register.

2.2. Your subscription may be initiated by a third party provider to your outlet who is acting at that time as our agent for the referral of business to us (for example a supplier of your outlet). In those circumstances, following this introduction by the agent, we will make contact with you and ask if you would like to register to use our Services. In some circumstances, the third party provider may reach a separate agreement with you to pay for our Services. Any such agreement is between you and that third party, and you acknowledge and understand that by registering to use our Services, you are responsible to us for all Fees, including for any Renewal Period.

2.3. The Contract between us relates to the outlet that you register only, and is not transferable to other outlets, and cannot be used across multiple sites of the same business. In each case you would need to register a further outlet with us, should you wish to use the Services for additional or replacement outlets.

2.4. You may, with acceptance of that Authorised User, transfer the registered outlet to another Authorised User.

2.5. When you register your outlet through our Website, we will send an Order Confirmation to you. The Contract between us and your registration is only effective once we have sent you this Order Confirmation.

2.6. You warrant that the individual who registers the participating outlet is authorised to bind you into a contract with us, and we will not agree to cancel the Contract and/or issue any refunds of Fees if such person is not so authorised by you.

2.7. When you register your outlet via our Website, you will be required to give us the name and contact details of your Authorised User. Please ensure these are accurate. Any Authorised User whom you allow to access our services and use the subscription must be aged 18 or over. In relation to the Authorised User: (i) you shall only allow the named Authorised User to access and use our Website; and (ii) you shall not allow any individual other than the named Authorised User to use any user subscription, unless further subscriptions are purchased pursuant to condition 2.6.

2.8. You may, from time to time during any Subscription Term, purchase additional user subscriptions in excess of the initial Authorised User. If you want to purchase additional user subscriptions, you will notify us and we will evaluate such request and respond to you with approval or rejection of the request. If we approve your request you shall, upon receipt of our invoice, pay us the relevant Fees for such additional Authorised Users as in force under this Contract at the time of purchase.

3. Our services and subscription levels

3.1. The content of the Services that we provide may change from time to time. We may change the scope of Services provided to you, on giving you reasonable notice. This will only happen in the event that we make a change to the tier of Services to which you have subscribed (for example by adding or changing functionality of that tier).

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

3.3. We shall not be responsible for any failure to perform the Services in accordance with the Contract to the extent of any non-conformance which is caused by your breach or failure to perform this Contract, or by you failing to provide or delaying the provision of information, materials and access as we deem necessary to perform the Services, or by your use of the Services or Deliverables contrary to our instructions. If the Services do not conform to our undertaking at condition 3.2, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in condition 3.2. Notwithstanding the foregoing, we:

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

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

4. Your obligations

4.1. You will, in addition to the other obligations set out in these Conditions:

4.1.1. comply with all applicable laws and regulations with respect to your activities under the Contract, including all licensing laws;

4.1.2. ensure that the Authorised Users use the Websites, Services and the Documentation in accordance with the Conditions and shall be responsible for any Authorised User's breach of these Conditions;

4.1.3. you will ensure that each Authorised User shall keep a secure password for access to the Websites (which must not be a password that it used anywhere else by you or him), that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;

4.1.4. you are responsible for all use of the Services using an Authorised Users' login details, whether or not the use is with your or their permission.

5. Your Website and Hosting

5.1. Your Website is created in accordance with our template for outlet websites already in existence, and you acknowledge and agree that your Website and all content in the same save for Customer Content and Paid For Content, is not prepared for you on an exclusive basis, and is owned by us.

5.2. The specification of your Website to be obtained is as set out in the Documentation, and the pages are not developed specifically to meet your requirements.

5.3. We will deliver your Website in a reasonable period of time, subject to receiving all Customer Content from you, and being able to provide all Services necessary to deliver your Website on time, including where required all assistance needed from you in order to finalise your Website. Time of provision of your Website is not of the essence of the Contract.

5.4. We will host your Website, on a sub-domain of our Website in accordance with condition 10.

6. Outlet Domain

6.1. We may, if agreed with you, allow you to make your Website accessible at the Outlet Domain. This right shall cease to apply in the event that this Contract is terminated or expires, in which case your Website and all of its content must be removed from the Outlet Domain with immediate effect.

6.2. Where we allow you to reproduce your Website on the Outlet Domain, you must at all times include the statement "Powered by useyourlocal.com" on the home page of the Outlet Domain.

6.3. Where you do not have an active Outlet Domain, we may, at your request, purchase a domain name. Any domain name so registered shall be owned by us and registered under our name, and we agree that whilst we remain owners of that domain name, and whilst you remain a customer of ours under this Contract for the applicable Services, we will allow you to make your Website available at that purchased domain name. On termination or expiry of this Contract, we shall, upon your request and provided that we still own the domain name, transfer the domain name to you or any incoming service provider, for a fee of £100 plus VAT.

7. Ownership and licence of content

Various content is used and developed pursuant to this Contract. As between us, the position on ownership and use of this content is as follows:

7.1. Our content. All of our Content and Intellectual Property Rights therein are owned by us exclusively. You shall not obtain any rights in our Content, save for the limited rights of use set out elsewhere in these Conditions, and in the event of termination or expiry of this Contract you shall cease to use all of our Content with immediate effect;

7.2. Paid for Content. All Paid for Content and Intellectual Property Rights therein are owned by us exclusively, provided that you are hereby granted an irrevocable, perpetual, worldwide license to use the Paid for Content in relation to the operation of the outlet. This licence survives expiry or termination of this Contract.

7.3. Customer Content.

7.3.1. All Customer Content and Intellectual Property Rights therein are owned by you, provided that you hereby grant to us an irrevocable, perpetual, worldwide license to use the Customer Content in the operation of our business for such purposes as we see fit, including but not limited to by accessing, viewing and manipulating the Customer Content for the purpose of providing other users of our services and other third parties with anonymised data, benchmarking reports and analyses. This licence survives expiry or termination of this Contract.

7.3.2. You shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, fines, damages, expenses and costs (including all court costs and legal fees) arising out of or in connection with any claim from a third party that any of the Customer Content infringes the Intellectual Property Rights of any third party.

7.3.3. You have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Content.

7.4. Visitor Content. All Visitor Content and Intellectual Property Rights therein are owned by us, and in the event of termination or expiry of this Contract you shall cease to use all Visitor Content with immediate effect.

7.5. Unless otherwise agreed under condition 7.1 above, no permission is given by us in respect of the reproduction or use for commercial purposes of any of our Intellectual Property Rights, or those of our licensees, including but not limited to brand names, product names, designs and other materials shown in which intellectual property rights subsist.

8. Website content

8.1. You are responsible for all content of your Website.

8.2. You are responsible for updating your Website via your login to our Website through the Authorised Users. You will be responsible via this login for:

8.2.1. reviewing, authorising, declining and modifying all Visitor Content that is submitted to your Website, whether the same is submitted via our Website or your Website; and

8.2.2. for submitting your own Customer Content to your Website and/or our Website.

8.3. You acknowledge that, save for our Content and Paid for Content, we have no control over any content related to or concerning your outlet, whether uploaded via our Website, or your Website and we do not purport to monitor the content of the same. We do however reserve the right to remove content from our Website and your Website where we reasonably suspect such content is Inappropriate Content (as defined in paragraph 8.5 below).

8.4. You will indemnify us against all damages, losses and expenses arising as a result of any action or claim that content submitted related to or concerning your outlet via our Website or your Website, whether uploaded by you or by Visitors constitutes Inappropriate Content.

8.5. Save for our Content and Paid for Content, you are responsible for ensuring that all material and content uploaded related to or concerning your outlet whether by you or Visitors to your Website or our Website do not infringe any applicable laws, regulations or third party rights and that none of the same is inappropriate by virtue of falling into any category with the following list ("Inappropriate Content") :

8.5.1. is in breach of any third party Intellectual Property Rights;

8.5.2. is false or contains misrepresentations that could damage us or any third party;

8.5.3. submit material that is unlawful, obscene, defamatory, threatening, indecent, seditious, offensive, abusive, pornographic, harassing, hateful, discriminatory, scandalous, inflammatory, blasphemous, racially or ethnically offensive, or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or is otherwise inappropriate;

8.5.4. could promote the excessive, irresponsible or underage consumption of alcohol;

8.5.5. is technically harmful (including without limitation computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data); or

8.5.6. where the same relates to information, promotions or advertising uploaded by you, it breaches any applicable laws regarding marketing and/or advertising in the territory to which it relates, including the UK Code of Non Broadcast Advertising, Sales Promotion and Direct Marketing.

8.6. We reserve the right to take down with immediate effect any information on our Website, or your Website which we believe to be in breach of this condition, or to withdraw or suspend access and/or viewing rights in your Website page altogether, or to terminate this Contract with immediate effect.

9. Deliverables

9.1. We may from time to time and as part of the Services described, provide you with Deliverables.

9.2. We hereby grant you a limited, non-exclusive, non-transferable, irrevocable licence to use the Deliverables in accordance with this Contract strictly for the purposes of the business of the outlet, during the term of the Contract.

9.3. Nothing in this Contract shall give you any rights to use the Deliverables following termination or expiry of the Contract, and on such expiry or termination you shall be required to return all Deliverables to us, or at our discretion remove them from the outlet and destroy the Deliverables.

9.4. You acknowledge that you will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall accrue automatically to us. All goodwill arising in relation to the use of the Trade Marks shall accrue to us. Upon request, you shall execute all documents requested by us in order to confirm this.

9.5. You shall ensure that all relevant Trade Marks and acknowledgements of our rights in and to the Trade Marks and authorship of the Deliverables are not removed from any of the Deliverables.

10. Hosting and Support

10.1. We will, as part of the Services and at no additional cost to you, provide you with customer support services during Normal Business Hours in accordance with the Documentation. The amount of support you are entitled to is set out in the Documentation in respect of the level of service for which you subscribe.

10.2. In the event that we offer any enhanced support services from time to time, you may purchase such enhanced support services separately at our standard rates at the time of purchase.

10.3. We will offer website support and maintenance as set out in the Documentation.

10.4. To the extent that we are hosting the same, we will use commercially reasonable endeavours to make our Website and your Website available 24 hours a day, seven days a week, except for:

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

10.4.2. unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 (six) Normal Business Hours' notice in advance.

11. Contact with Visitors and Subscribers

11.1. In the event that you receive any complaints from Visitors regarding the useyourlocal.com service or website, you will inform us immediately and will allow us to handle all ongoing conduct relating to such complaint, provided that we shall liaise with you throughout the complaint resolution process.

11.2. Subscribers to our service shall be entitled to "follow" your outlet. This will allow you to contact these individual users directly via the Websites. You will not obtain the email addresses for these individuals for direct contact. In contacting such users directly, you shall comply with this condition 11, and our privacy policy.

11.3. Direct contact with our subscribers is subject to such subscribers having consented to receive direct communication from you. We will notify you if this permission is withdrawn at any time, and you shall thereafter refrain from any direct contract with those subscribers. You will indemnify us against all damages, losses and expenses arising as a result of any action or claim that relates to or concerns your contact with subscribers: (i) following the time from which we have notified you that permission has been withdrawn; or (ii) where such contact does not accord with the terms of our privacy policy.

11.4. In all contact with Visitors and subscribers, whether directly or through material created and posted by you or on your behalf through the Websites, you shall be responsible for compliance with all applicable laws in regard to all marketing and advertising communications, and condition 8.5.6 and 8.4 apply in these circumstances.

12. Visitor Data

12.1. We will obtain all necessary consents and permissions that we need from Visitors in respect of Visitor Data. We will provide you with a template privacy policy and website terms and conditions which must be used for your Website and the Outlet Website.

12.2. However, you acknowledge that you are responsible for ensuring that you use our template privacy policy and website terms and conditions on your Website so as to procure the ability for us to use visitor data in accordance with these Conditions and our privacy policy. You shall not make any modification to or incorporate any privacy policy or website terms and conditions other than our templates on your Website, and you shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, fines, damages, expenses and costs (including all court costs and legal fees) arising out of or in connection with your breach of this clause 12.2.

12.3. We shall, in providing the Services, comply with our privacy policy relating to the privacy and security of data available here or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

13. Your data

13.1. The terms of our privacy policy apply in relation to all data and information that we obtain from you in the course of providing the Services.

13.2. You acknowledge that we may act as a data controller and/or as a processor for any personal data inputted by you or on your behalf when performing our obligations under the Contract or using your data, and in any such case:

13.2.1. you acknowledge and agree that the personal data may be transferred or stored outside the EEA;

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

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

13.2.4. we shall both take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

14. Third party providers

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

15. Charges and payment

15.1. You will pay the Fees to us in accordance with this condition 15.

15.2. [THIRD PARTY PAYMENT PROVIDER].

15.3. The Fees for the Initial Subscription Term shall be payable by you via our Website. The Website may allow you to pay the Fees for the Initial Subscription Term upfront at the time of order via a valid credit or debit card, or to set up a standing order or direct debit for instalment payments (for example ongoing monthly payments). The cards we accept are set out on our Website.

15.4. The Fees for any Renewal Term may be taken by direct debit instalments. Even if you have paid for the Initial Subscription Term upfront, you will be required to set up a direct debit for the fees for the Renewal Term (whether for a one off payment, or instalments during that Renewal Term).

15.5. If we have not received payment within 30 days after the date on which any amount of the Fees become due, and without prejudice to any of our other rights and remedies, we may, without liability to you, disable your passwords, accounts and access to all or part of the Services and 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 Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

15.6. All amounts and fees stated or referred to in these conditions: (i) shall be payable in pounds sterling; (ii) are, subject to condition 17.4.2, non-cancellable and non-refundable; and (iii) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

16. Confidentiality

16.1. Each of us ("recipient") may be given access to Confidential Information from the other ("discloser") in order to perform our obligations under the Contract. A party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the recipient; (ii) was in the recipient's lawful possession before the disclosure; (iii) is lawfully disclosed to the recipient by a third party without restriction on disclosure; (iv) is independently developed by the recipient, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

16.2. Save where use and disclosure is otherwise permitted in accordance with these Conditions: (i) the recipient shall hold the discloser's Confidential Information in confidence and, unless required by law or required or permitted by the Contract, not make the discloser's Confidential Information available to any third party, or use the discloser's Confidential Information for any purpose other than the implementation of this Contract; and (ii) the recipient shall take all reasonable steps to ensure that the discloser's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions.

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

16.4. This condition 16 shall survive termination of the Contract, however arising.

16.5. You will not make, or permit any person to make, any public announcement concerning the Contract without our prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

17. Limitation of liability

17.1. This condition 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

17.1.1. arising under or in connection with the Contract;

17.1.2. in respect of any use made by you of the Services, the Deliverables and Documentation or any part of them; and

17.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.

17.2. Except as expressly and specifically provided in this Contract:

17.2.1. 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

17.2.2. the Services, Deliverables and the Documentation are provided to you on an "as is" basis.

17.3. Nothing in these Conditions excludes our liability: (i) for death or personal injury caused by our negligence; or (ii) for fraud or fraudulent misrepresentation.

17.4. Subject to condition 17.2 and condition 17.3:

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

17.4.2. 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 an aggregate amount in equal to the Fees paid in respect of the Services during the 12 month subscription term to which the claim relates.

18. Duration

18.1. The Contract shall, unless otherwise terminated as provided in accordance with the Conditions, commence on the Effective Date 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:

18.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract 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 Conditions;

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

18.2. Without affecting any other right or remedy available to it we may suspend the Services or any part of them, or terminate the Contract with immediate effect by giving written notice to you if:

18.2.1. you cease to operate the outlet (including where the outlet is sold to a third party);

18.2.2. you fail to pay any amount due under this Contract on the due date for payment;

18.2.3. you commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) if you fail to remedy that breach within a period of 10 days after being notified in writing to do so;

18.2.4. you repeatedly breach any of the Conditions in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the Conditions;

18.2.5. you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;

18.2.6. you suspend, or threatens to suspend, payment of your debts or are unable to pay debts as they fall due or you admit inability to pay your debts or are deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

18.2.7. you commence negotiations with all or any class of creditors with a view to rescheduling debts, or make a proposal for or enter into any compromise or arrangement with creditors;

18.2.8. a petition is filed, a notice is given, a resolution is passed, or an application or order is made, for or in connection with your winding up, administration, or receivership;

18.2.9. the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

18.2.10. a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the your assets;

18.2.11. any event occurs, or proceeding is taken in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 18.2.5 to condition 18.2.10 (inclusive).

18.3. We will be entitled to terminate the Contract if you suffer a change of control.

18.4. On termination of this Contract for any reason:

18.4.1. You shall not be entitled to any refund of Fees paid in respect of Services not provided or delivered;

18.4.2. your rights of access to our Website and your Website shall cease with immediate effect;

18.4.3. 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;

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

18.4.5. 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.

18.5. On expiry or termination of this Contract we shall supply you with an electronic copy of the Customer Content.

19. General

19.1. Force Majeure. We will 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 (whether involving our workforce, or the workforce of any other party), failure of a utility service or transport or telecommunications network, hack or attack on the Websites including a distributed denial of service attack or man in the middle attack, 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.

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

19.3. Publicity. You shall not be entitled to make any releases, public announcements and public disclosures relating to this Contract or its subject matter, including promotional or marketing material.

19.4. Waiver. No failure or delay by a party to exercise any right or remedy provided under this 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.

19.5. Rights and remedies. Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

19.6. Severance. If any provision (or part of a provision) of this 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. 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.

19.7. Entire Agreement. The Contract constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the subject matter it covers. We both acknowledge and agree that in entering into the Contract neither of us relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in this Contract.

19.8. Assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any your rights or obligations under the Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

19.9. No partnership or agency. Nothing in the Contract is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us 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).

19.10. Third party rights. The Contract does not confer any rights on any person or party (other than each of us and, where applicable, each of our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.11. Non Solicitation. You shall not, for the duration of the Contract, and for a period of six months following termination or expiry of the Contract, directly or indirectly induce or attempt to induce any of our employees who have been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this Contract to leave our employment.

19.12. Notices. Any notice required to be given under this 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 addresses set out for each of us in the Order Confirmation, or such other address as may have been notified for such purposes in accordance with this condition. 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.

19.13. Governing law and Jurisdiction. 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. We both irrevocably agree 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).