Platform Terms And Conditions
Welcome to Trade Fox! These terms and conditions (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms, including but not limited any subscription to our Online Courses (Subscription). You can view the most updated version of our Terms on our Website. Please read these terms and conditions carefully before agreeing to proceed with your Account, any purchase or use of the Platform. If you do not agree to any part of these Terms, you must not use the Website, App or Online Course.
We are Tradefox LTD (Company Number: 14774405) a company registered in England and Wales with registered address at 47 West Heath Drive, London, England, NW11 7QG (‘Tradefox’, ‘we’, ‘our’ or ‘us’) and we a web-based and downloadable app (App) with content to teach you about different trades, as described on our website [www.Tradefoxapp.com] Website) (together the Platform).
Your Subscription is for the tiered package as selected by you and agreed between us by means of the Platform (Subscription Tier).
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 2(c) Please ensure you contact us if you want to cancel your Subscription.
YOUR KEY INFORMATION
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after booking a service, in some cases, you can change your mind and get a full refund. When you sign up for a Subscription, you will have immediate access to the content included with that Subscription, such as the Online Course.
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all services available on the Website (including the Platform) are as described, fit for purpose and of satisfactory quality and so nothing in these Terms affects statutory rights.
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
If you have any questions about this contract, please contact us by sending an email to: [[email protected]]
1. READING AND ACCEPTING THESE TERMS
- In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
- By clicking the tick box below or clicking the “I accept these Terms and Conditions” button on our Website or App, downloading our App, enrolling in an Online Course, paying Fees or otherwise accepting the benefit of any part of the Services, you agree to be bound by these Terms which form a binding contractual agreement between you the user (‘you’ or ‘your’) and us.
- We may change these Terms at any time by notifying you, and your continued use of the Services following such an update will represent an agreement by you to be bound by the Terms as amended.
(a) In these Terms:
- references to the ‘App Store’ means Apple’s App Store and we refer to their rules and policies contained in the Apple Media Services Terms and Conditions as the ‘App Store Rules’.
- references to ‘Google Play’ means the app distribution platform operated by Google and known as Google Play, and we refer to Google’s terms of service (and other applicable terms) collectively as ‘Google’s Rules’.
- in clauses where we use the phrase “App Store Rules or Google’s Rules (as applicable)”, we intend for the App Store Rules to apply to users who have obtained the App via the Apple App Store, and for Google’s Rules to apply to users who have obtained the App via the Google Play distribution platform.
(b) These Terms are an agreement is made between us you and us and:
- Apple is not a party to this agreement and has no responsibility for the App or its content; and
- Google is not a party to this agreement and has no liability under it.
(c) We license you to download and use the App:
- For iOS users, onto any Apple-branded product, and to use it once you have downloaded it, provided you follow all of the rules described in this agreement and the App Store Rules; and
- For Google Play Store users, to use the App provided you follow all of the rules described in this agreement and also Google’s rules.
(d) The licence in clause 2(c):
- is only for you personally (and anyone else that the Apple or Google (as applicable) and for non-business use;
- starts when you download the App; and
- covers content, materials, or services accessible from, or bought in, the App including all of our support resources. It also covers updates to the App unless they come with separate terms, in which case we will give you an opportunity to review and accept
(e) The App can be accessed, used and downloaded by other accounts that are associated with you through family sharing or volume purchasing in accordance with the App Store or Google’s Rules (as applicable).
(f) You must comply with the App Store Rules and Google’s Rules (as applicable) as well as these terms but, if there is any conflict between them, you should follow the App Store Rules or Google’s Rules rather than the equivalent rule here.
(g) You do not own the App or any of its contents but you may use it on devices that you own or control, as permitted by these terms and by the App Store Rules or Google’s Rules (as applicable).
(h) If you sell or give away the device on which you have downloaded the App, you must first remove the App from the device.
(i) You are not allowed to:
- modify the App’s code in any way, including inserting new code, either directly or through the use of another app or piece of software;
- deliberately attempt to avoid or manipulate any security features included in the App; or
- pretend that the App is your own or make it available for others to download or use (including by way of copying the code of the App and creating an independent version).
(j) We are responsible for customer service in relation to the App and can help you if you are having any issues:
- For iOS user, you acknowledge that Apple has no obligation whatsoever to provide any support or maintenance services in relation to the App, although if the App is faulty, you may be able to claim a refund for paid content or services); and
- For Google users, you acknowledge that Google has no obligation to provide any support or maintenance services in relation to the App. Refunds may available to you in a range of circumstances, either from Google or from us. See Google’s refund policies for more information.
(k) If you need to get in touch with us, you can use the ‘contact us’ functionality provided in the App. If we need to get in touch with you, we will do so by email or an in-App notification
3. SUBSCRIPTION TERM
- Your Subscription will commence on the date you create an Account and continues for the Subscription Period specified on your Subscription order and any Renewal Periods applicable, unless terminated earlier in accordance with clause 16.
- Subject to clause 2(c), upon expiration of the Subscription Period, your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
- This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 7 days prior to the Renewal Date.
- By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these Terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the Platform and we will provide you with a copy of this information.
- The key information we give you by law forms part of this contract (as though it is set out in full here).
- If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
- Where you use the Platform for a commercial purpose, the Consumer Rights Act 2015 may not apply to your contract with us.
5. ELIGIBILITY
(a) By accepting these Terms, you represent and warrant that:
- you have the legal capacity and authority to enter into a binding contract with us;
- by entering into these Terms you are not breaching, nor causing us to breach, any laws or regulations; and
- you are authorised to use the payment you provided when paying Fees.
(b) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:
- over the age of 18 years and accessing the Platform for personal and commercial use; or
- accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.
(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Platform.
(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
6. SUBSCRIPTION AND ONLINE COURSES
6.1 YOUR SUBSCRIPTION
6.2 OUR COURSES
- Our Online Courses are designed to teach you about trade skills and may have particular topics or themes.
- We will endeavour to ensure that the Online Courses provided will be substantially the same as the Online Course as described on our Platform which you have enrolled in.
- Once we have received payment of the Subscription Fees you will be granted access to the Online Course. The Online Course is provided in a pre-recorded video format, to be viewed online or in the App through your Account and not downloaded, reproduced or republished by you in any way.
- You are responsible for managing your Account and ensuring that you only access and engage with the Online Course in an appropriate manner.
6.3 ACCOUNTS
- (Accounts) To access the Platform, you are required to sign-up, register and receive an account (an Account).
- (Provide Information) As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, password, and other information as determined by us from time to time.
- (Location) We reserve the right to prohibit Users from accessing the Platform on from certain regions or countries. You warrant that the location you declare when creating an Account is accurate.
- (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
- (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
- (Security) Your Account Information must be kept secure and you must not allow others to access the Platform via your Account. You are solely responsible for keeping your Account secure.
6.4 DISCLAIMER
You acknowledge and agree that:
- any information provided to you as part of or in connection with the Platform, including but not limited to any Platform Content is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
- we make no warranties or representations as to the relevance, completeness or effectiveness of the Online Course, or it’s suitability for you or your intended use. You must not rely on any information provided in the Online Course or Platform Content and should always take safety measures and use caution when applying any recommendations or suggestions;
- the Online Course is not intended to replace suitable training and experience in the relevant trade, and should not be relied upon as a whole or complete guide to the relevant trade. The Online Course is intended to be a supplement to additional, in-person training;
- Our Online Course and Platform Content provides information and guidance on UK Standards and may not be applicable to other regions;
- in some jurisdictions, professional registration and/or certification may be required before you can undertake or perform any trades covered in our Online Courses;
- some trades and concepts we cover in the Online Course have inherent risks, such as electrical, plumbing and gas works. You should always ensure you follow all safety recommendations in the Online Course, take appropriate precautions and use extreme care before undertaking any activities. If you are ever unsure, you should engage a professional before performing any tasks or activities covered in the Online Course; and
- it is your responsibility to ensure you take appropriate safety precautions and comply with all applicable Laws relevant to you activities you undertake, such as those demonstrated or contemplated in the Online Course, and that you comply with all applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.
6.5 PLATFORM
- We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
- We may change any features of the Platform at any time on notice to you.
7. UPGRADE AND DOWNGRADES
(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
- take reasonable steps to promptly provide you with access to the new Subscription Tier; and
- upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.
(b) For the avoidance of doubt, if you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally don’t pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.
(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.
(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
- upload sensitive information or commercial secrets using the Platform;
- upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
- use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
- upload any material that is owned or copyrighted by a third party;
- make copies of the Platform or any Platform Content;
- adapt, modify or tamper in any way with the Platform;
- remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Platform Content;
- act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
- use the Platform in a way which infringes the Intellectual Property Rights of any third party;
- create derivative works from or translate the Platform or Platform Content;
- publish or otherwise communicate the Platform or Platform Content to the public, including by making it available online or sharing it with third parties;
- integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Platform Content or instructions provided by us in writing;
- intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
- sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Platform Content to any third party, other than granting a User access as permitted under these Terms;
- decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
- share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
- make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent; or
- attempt to circumvent any technological protection mechanism or other security feature of the Platform.
(c) If you become aware of misuse of your Account or the Platform by any person, any errors in the material on your Account or any difficulty in accessing or using your Account or the Platform please contact us immediately using the contact details or form provided on our Website.
(d) You agree, and you must ensure that all Users agree:
- to comply with each of your obligations in these Terms;
- to sign up for an Account in order to use the Platform;
- that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
- that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 8.
9 . FEES AND PAYMENT
9.1 FEES
- We offer both free and paid Subscription Tiers.
- You must pay fees to us in the amounts specified on the Platform for your Subscription Tier (Subscription Fees). We may also charge one-off fees for access to particular content (together the Fees).
- All Fees must be paid in advance and are non-refundable for change of mind.
- Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.
9.2 SUBSCRIPTION FEES – AUTOMATIC RECURRING BILLING
- As set out in clause 2 your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
- We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms.
- By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
- We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.
9.3 CHANGES TO FEES
9.4 LATE PAYMENTS
9.5 VAT
9.6 ONLINE PAYMENT PARTNER
(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Fees.
(b) You acknowledge agree that:
- the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at https://stripe.com/gb/legal/consumer;
- you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
- We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
(c) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Platform and clause 15 will apply.
10. INTELLECTUAL PROPERTY AND DATA
10.1 PLATFORM CONTENT INTELLECTUAL PROPERTY
- (Our ownership) We retain ownership of all Materials provided to you throughout the course of your use of the Platform or in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and the Platform) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
- (Licence to you) You are granted a licence to the Platform Content as included in your Subscription, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
10.2 USER DATA
Our Rights and Obligations
- You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Platform, and for our internal business purposes, including to improve the Platform and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Platform, our business and our other products and services.
- We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
- You are responsible for ensuring that:
- you share User Data only with intended recipients; and
- all User Data is appropriate and not in contravention of these Terms.
- You:
- warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
- indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
11. THIRD PARTY TERMS
- If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’).
- Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Platform to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
12. CONFIDENTIALITY
- Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
- Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
- The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
13. PRIVACY
- We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at [insert URL].
- Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
- By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
14. LIABILITY
- Nothing in these Terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
- To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to Tradefox, the Platform, Online Course, your Subscription, these Terms or any other goods or services provided by us to the value of the Fees (if any) paid to Tradefox. If no Fee has been paid, liability is excluded to the maximum extent permitted by applicable law.
- All express or implied representations and warranties in relation to Tradefox, the Website, the Platform, these Terms or any other goods or services provided by us are, to the maximum extent permitted by applicable law, excluded.
- (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
- breach of any of these Terms;
- use of the Website, the Platform, Online Course, including any Platform Content; or
- use of any other goods or services provided by us.
- (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with Tradefox, the Platform, our Online Courses, these Terms or any other goods or services provided by us (except to the extent this liability cannot be excluded under applicable law.
- To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
15. CANCELLATION
You may cancel or terminate your Account via the Platform. By terminating your Account, you will cancel:
- any active Subscription; and
- Access to any Platform Content included with that Subscription.
We may cancel or terminate your Account, including your Subscription, in our sole discretion.
Upon termination of your Account or Subscription:
- you will no longer have access to the Platform and your Account;
- we will refund you the Fees you have paid to us for any unused part of your Subscription; and
- each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 10 and 14.
- Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of these Terms. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
- contact us using the contact details on our site; or
- visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
- Nothing in these Terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
- A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
- A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
- Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
- We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
- If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
- reasonable details of the Force Majeure Event; and
- so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
- Subject to compliance with clause 16(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
- For the purposes of this agreement, a ‘Force Majeure Event’ means any:
- act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
- strikes or other industrial action outside of the control of us;
- war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
- any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
- A notice or other communication to a party under these Terms must be:
- in writing and in English; and
- delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
- Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
- 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
- when replied to by the other party,
whichever is earlier.
These Terms are governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
These Terms are governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
- (singular and plural) words in the singular includes the plural (and vice versa);
- (currency) a reference to a
- (gender) words indicating a gender includes the corresponding words of any other gender;
- (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
- (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
- (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
- (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
- (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
- (headings) headings and words in bold type are for convenience only and do not affect interpretation;
- (includes) the word “includes” and similar words in any form is not a word of limitation; and
- (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
DEFINITIONS
| Term | Definition |
|---|---|
|
Confidential Information |
means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge. |
|
Fees |
has the meaning given in clause 9.2.
|
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Intellectual Property Rights |
means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement. |
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Material |
means tangible and intangible information, documents, reports, the Platform (including source and object code), inventions, data and other materials in any media whatsoever. |
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Personnel |
means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. |
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Platform |
has the meaning given in the first paragraph of these Terms. |
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Platform Content |
has the meaning set out in clause 10.1.
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User |
means you and any third party end user of the Platform who you make the Platform available to. |
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User Data |
means any files, data, document, information or any other Materials, which is uploaded to the Platform by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials. |
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Website |
means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Platform. |
