Autumna.co.uk: Terms of use

Please read these Terms & Conditions carefully before using this site.

What is in these terms?

These terms tell you the rules for using our website www.autumna.co.uk.

1. Who we are and how to contact us
   1. We are Autumna Limited and we operate www.autumna.co.uk. We are limited company registered in England and Wales under company number 10879272 and have our registered office at Park House, 89 Warwick Park, Tunbridge Wells, Kent TN2 5ET. Our VAT number is GB-288402384.

   2. Our site offers a service through which you can access information on providers of care services for persons aged 55 or over. Whilst these service providers pay us a fee to be listed on our website, there is no option to pay more to be listed more prominently on our site. Results are displayed based on your search terms. In addition we do not take any referral fee or commission from any care provider listed on our site. We do not recommend or endorse any particular service provider which is listed on our site, although we encourage the care provider or service to fully and transparently explain what service they provide, enabling the consumer to make an informed decision.

   3. To contact us, you can email info@autumna.co.uk or call us on 01892 335 330.

2. By using our site you accept these terms
   1. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use our site.

3. There are other terms that may apply to you
   1. These terms of use refer to the following additional terms, which also apply to your use of our site:
      1. our Privacy Policy ; and

      2. our Cookie Policy, which sets out information about the cookies on our site.

4. We may make changes to these terms
   1. We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

   2. If any part of these terms is found to be unlawful, invalid or unenforceable then the remainder of these terms will remain in full force and effect.

5. We may make changes to our site
   1. We may update and change our site from time to time to reflect changes to our services, our users' needs and our business priorities.

6. We may suspend or withdraw our site
   1. Our site is made available free of charge.

   2. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

   3. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

7. Our site is only DESIGNED for users in the UK
   1. Our site is designed to be accessed by people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

8. You and your account
   1. You may access our site either as a guest or by creating an account. The registration of any user account is at our sole discretion.

   2. You must not share your account details with any other person.

   3. When creating an account, you confirm that the information you provide to us is accurate, complete and not misleading.

   4. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures or account creation or administration, you must treat such information as confidential. You must not disclose it to any third party.

   5. We have the right to disable any user account, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or if we suspend or amend our services.

   6. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

9. How you may use material on our site
   1. We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

   2. You must not copy or reproduce any content on our site (including but not limited to modifying or reformatting it when you copy it). In particular, you must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors. Any licence we give to copy content or use it for commercial purposes will be subject to acknowledging us as the origin of the content.

   3. If you copy or reproduce any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must destroy any copies of the materials you have made.

10. Information on this site
    1. Our site contains information on care service providers for persons aged 55 or over. This information is provided by third parties.

    2. The content on our site (whether provided by us or any third party) is provided for general information only. It is not intended to amount to advice on which you should rely and we do not endorse any of this information. You may wish to obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

    3. Although we make reasonable efforts to update the information on our site and to ensure that information provided by third parties is accurate and not misleading (for example through our contractual relationships with them), we do not verify or moderate all content on our site and we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

    4. If you enter into an agreement with a care home provider listed on our site, we are not a party to that agreement and will not be responsible for that care home provider.

11. We are not responsible for websites we link to
    1. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

    2. We have no control over the contents of those sites or resources. If you purchase products or services from third parties we link to, we are not a party to these agreements.

12. User-generated content is not approved by us
    1. This website may include information and materials uploaded by other users of the site, including but not limited to reviews and comments. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

13. How to RAISE A content ISSUE
    1. If you wish to raise an issue about any of the content on our site please contact us using the details above.

14. Our responsibility for loss or damage suffered by you
    1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

    2. We do not provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

    3. We are not liable for any loss or damage you suffer as a result of your use of, or reliance on, information on our site which is provided to us by any third party.

    4. Our site is directed at consumer users only. If you are a business user:
       1. We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

       2. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our site; or use of or reliance on any content displayed on our site.

       3. We will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation (whether such losses are direct or indirect in nature); or any other indirect or consequential loss or damage.

15. How we may use your personal information
    1. We will only use your personal information as set out in our Privacy Policy.

16. Uploading content to our site
    1. Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in these terms of use.

    2. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

    3. Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a licence to use, store and copy that content and to distribute and make it available to third parties, and for users of our site to use that content as permitted by our website terms of use. The rights you license to us are described below.

    4. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

    5. We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with our content standards.

    6. Your content must:
       1. Be accurate (where it is factual in nature);

       2. Be genuinely held (where it states an opinion); and

       3. Comply in all aspects with the laws of England and Wales (in addition to the laws of any country from where it is posted).

    7. Your content must not (without limitation):
       1. Be defamatory of any person;

       2. Be obscene, offensive, hateful or inflammatory;

       3. Bully, insult, intimidate or humiliate any person;

       4. Promote sexually explicit material, violence, discrimination, or any illegal activity;

       5. Infringe the intellectual property rights of any other person;

       6. Be likely to deceive any person;

       7. Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

       8. Be in contempt of court;

       9. Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

       10. Be likely to harass, upset, embarrass, alarm or annoy any other person.

       11. Impersonate any person, or misrepresent your identity or affiliation with any person;

       12. Give the impression that the content emanates from Autumna Limited, if this is not the case;

       13. Advocate, promote, incite any party to commit, or assist any unlawful or criminal act; or

       14. Contain any advertising or promote any services or web links to other sites.

    8. You are solely responsible for securing and backing up your content, we will not be responsible for any content you upload which is lost or otherwise unavailable.

17. Rights you are giving us to use material you upload
    1. When you upload or post content to our site, you grant us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of and display, that content at our discretion.

    2. This licence will remain in place even after content is deleted from (or no longer publicly available to users of) our site.

18. We are not responsible for viruses and you must not introduce them
    1. We do not guarantee that our site will be secure or free from bugs or viruses.

    2. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

    3. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

19. Linking to our site
    1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

    2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

    3. You must not establish a link to our site in any website that is not owned by you.

    4. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

    5. We reserve the right to withdraw linking permission without notice.

    6. The website in which you are linking must comply in all respects with the content standards set out in these terms of use.

    7. If you wish to link to or make any use of content on our site other than that set out above, please contact us using the details above.

20. Which country's laws apply to any disputes?
    1. These terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except (if you are a consumer) that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

21. Our trade marks
    1. You are not permitted to use our name or logo in any way which would breach our intellectual property rights without our approval.

Terms and Conditions of Advertising

Terms and definitions

These terms shall apply in addition to all other terms and conditions on this site. In the event of a conflict arising out of these terms and any others on the site, the provisions of these terms shall prevail.

For the purposes of these terms, an ‘Advertisement’ refers only to a Premium Profile on autumna.co.uk ("our site").

Autumna accepts the publication of the Advertisements on the terms set out below and by placing an order, the Advertiser (being the person or organisation placing the order for the Advertisement, whether they are the advertiser of the product or service referred to in the Advertisement or the advertising agency or media buyer for such advertiser) accepts and agrees to be bound by these terms in full.

1. Basic listing
   1. Displays publicly available information supplied by the Governmental regulatory body covering the area in which the specific individual care provider is located.

2. Standard listing
   
   1. Displays publicly available information supplied by the Governmental regulatory body in which the specific individual care provider is located plus one photo, an About Us section and contact details verified by registered users of our site whether they be employees of Autumna or employees of the care provider to which the Standard listing refers.

3. Premium profile
   1. A paid advertisement/listing on Autumna, which, in addition to the publicly available information supplied by Governmental regulatory bodies, displays extra information supplied by the Advertiser, to assist the online care seeker refine their search.

   2. The level and extent of the information provided is entirely at the discretion of the Advertiser. The Advertiser, once registered with and verified by Autumna, can upload and update information to their profile(s) or they can ask Autumna to upload the information for them.

   3. More details about the extra information contained in a Premium Profile and the pricing structure can be found here.

4. Profile strength
   1. An algorithmic calculation reflecting the amount of information included in an individual listing on our site.

5. Format
   1. A Premium Profile features higher in area listings on our site than Standard and Basic listings.
   2. The default order of appearance for Premium Profiles on our site is defined, firstly, by geographical proximity to the search location request.
   3. Where two or more Premium Profiles have equal proximity to the geographical search location request, the order of appearance is determined by profile strength. The Premium Profile with the higher profile strength will appear higher in a search result.
   4. The subsequent use of other filters by the care seeker, can and will alter the order of appearance for a Premium Profile in a search result.
   5. In initial search results, a Premium Profile displays a photo, Profile Strength, Care Type, Care Category and Regulator’s Rating by default.
   6. Additional icons including S.A.F.E. infection control, CHOICE dining, use of Digital Care Plans as well as information on prices and availability can be displayed in the initial search result, if the information is entered either directly by the Advertiser, or by Autumna with the agreement of the Advertiser.
   7. The full individual Premium Profile page allows for the display of information about the Manager and Staff, the specific Care provided, Admission Criteria, the Building and Facilities, Fees, Activities on offer, Pet policies, Regulator reports, and Awards received.
   8. Where a request has been made by the Advertiser for Autumna to upload information on the Advertiser’s behalf, it is the express responsibility of the Advertiser to ensure the information displayed is correct.
   9. Autumna does not accept liability for information supplied, or tacitly approved by the Advertiser, that is incorrect at the time of publication or subsequently becomes incorrect.
   10. Where a Premium Profile has been ordered for specific member records in a brand or group, but not for all member records in a brand or group, the benefits of the Premium Profile can only be used for those specific member records with an order.
   11. Autumna reserves the right at any time to change the format of a Premium Profile, including, but not limited to, the ranking algorithm of the listings on our site.

6. Duration of Agreements
   1. The start date and duration of an Advertisement will be agreed by both Advertiser and Autumna and is confirmed via email correspondence between Autumna and Advertiser.
   2. Unless otherwise expressly agreed, an invoice will be issued every calendar month by Autumna to the Advertiser beginning on the date that the Premium Profile is activated.
   3. Unless otherwise expressly agreed, the Advertiser must give Autumna notice of three (3) months from the date of the next scheduled invoice, to terminate an advertisement and revert to a Standard listing.
   4. Without limiting its other rights or remedies, Autumna may terminate these terms at any time by giving to the Advertiser no less than one (1) months' prior written notice. On termination of these terms:
      
      
      (a) the Advertiser will, where applicable, immediately pay to Autumna any fees that have accrued from the start date of the Advertisements to the date of termination; and
      (b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   5. Where Autumna considers an Advertisement to be unsuitable or contrary to these terms, it may, without any liability to the Advertiser, reject, remove or require any Advertisement (or part of it) to be amended.

7. Fees and payment
   1. The prices for the Advertisements will be set out in the quotation provided by Autumna, and all prices quoted are exclusive of VAT. Autumna reserves the right to change the prices at any time. Once an order for an Advertisement has been received the order is non-cancellable and non-refundable.

   2. All invoices are payable on receipt of invoice unless otherwise agreed between Autumna and the Advertiser.

   3. Without limiting any other right or remedy of Autumna, if the Advertiser fails to make any payment due to Autumna under these terms by the due date for payment, Autumna shall have the right to charge interest on the overdue amount at the rate of 8% per annum above the then current Bank of England's base rate accruing on a daily basis from the date of due payment until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

   4. All fees are non-refundable and will not be pro-rated should the Advertiser decide to discontinue the display of an Advertisement.

8. Projected Placement or Enquiry/Referral figures
   1. Please note any projected placement or enquiry/referral figures are for guideline purposes only. The actual figures may vary and we cannot guarantee placements or enquiries/referrals.

   2. Notification of direct enquiries via the website, and referrals from Autumna’s Advice Line Team will be sent to the email addresses provided to Autumna by the Advertiser in the contact details section of the listing whether that be Premium or Standard.

9. Rights
   1. The Advertiser grants to Autumna a non-exclusive, royalty-free, irrevocable licence to use the Advertiser’s names, trademarks and/or logos as Autumna may consider reasonably necessary for the purposes of publishing the Advertisements.

10. Non-exclusivity
    1. All agreements are non-exclusive, meaning Autumna may have Advertisements from several parties appearing on its site at the same time.

11. Service interruptions
    1. Autumna will not be responsible for any liability, loss, cost, claim, damage or causes of action of any kind (and whether direct or indirect) that it may suffer as a result of the transactions contemplated hereby, including but not limited to loss resulting from service delays and incomplete or interrupted service, regardless of cause or fault.

12. Data protection
    1. Advertisers shall at all times comply with the requirements of the General Data Protection Regulations (GDPR) in respect of any data including data relating to their customers and relatives of their customers used in requesting and obtaining feedback.
    2. Contact details of care seekers will only be shared with the Advertiser where the care seeker has expressly given
       permission.

13. Truth in advertising / indemnification for liability
    1. The Advertiser is solely responsible for any liability arising out of or relating to Advertisements (as the case may be) and the use and/or publication of them, and/or any material to which users can link through to. The Advertiser represents and warrants that any information found on URLs hyperlinked from Advertisements will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trade mark, trade secret, image or other proprietary or confidential information or property right, false advertising, unfair competition, defamation, invasion of privacy or rights, violation of any anti-discrimination law or regulation, or any other right of any person or entity..

    2. The Advertiser agrees to indemnify Autumna and to hold Autumna, and its officers, directors, employees and agents harmless from any and all liability, loss, cost, damages, claims or causes of action of any kind, including reasonable legal fees and expenses that may be incurred by Autumna, arising out of or related to the Advertiser’s breach of any representations and warranties in these terms.

14. Limitation of liability
    1. Autumna’s liability for losses suffered by the Advertiser as a result of a breach of these terms by Autumna is strictly limited to the price paid for the Advertisements.
    2. Autumna’s liability for losses suffered by the Advertiser as a result of a breach of these terms by Autumna is strictly limited to liability in respect of claims brought within one year of the date of the invoice for the Advertisement.
    3. To the fullest extent permitted by law, Autumna expressly excludes any liability for any indirect, special or consequential loss or damage arising out of or in connection with these terms or an Advertisement, and also excludes, without limitation, any liability for:
       
       
       (a) loss of income or revenue;
       (b) loss of business;
       (c) loss of profits or contracts;
       (d) loss of anticipated savings;
       (e) loss of data;
       (f) loss of goodwill;
       (g) wasted management or office time; and
       (h) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
       
       
       This does not affect Autumna’s liability for death or personal injury arising from its negligence, nor its liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

15. Severability
    1. If any of these terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

OPENSCORE  DATA PROVISION TERMS

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (INDEMNITY AND LIQUIDATED DAMAGES)

1.   ABOUT US

1.1. Autumna Limited (t/a Openscore), company number 10879272 (‘we’, ‘us’) is a company registered in England and Wales. Our registered office is at Park House, 89 Warwick Park, Tunbridge Wells, Kent, England, TN2 5ET.

1.2. To contact us, please telephone 01892 335330 or email info@autumna.co.uk

2.   INTERPRETATION

The following definitions and rules of interpretation apply in these Terms:

2.1. Definitions

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Data Protection Legislation

all applicable data protection legislation in force from time to time in the UK including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 2018 and the UK GDPR (as defined in section 3(1) of the Data Protection Act 2018).

Data Transfer Method

API, SFTP or other such other method as we specify.

Personal Data

as defined in the Data Protection Legislation

Provided Data

the data listed at OpenScore.org.uk/data Limited t/a OpenScore (us)

Score

a score generated out of data collated by us, which may be provided by you or collected from public sources, with a view to rating the quality of service provided by a care home.

2.2. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.

2.3. The Schedule forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedule.

2.4. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

2.5. A reference to a company shall include any company, corporation or body corporate, wherever and howsoever incorporated or established.

2.6. References to clauses and Schedules are to the clauses and Schedules of these Terms, and references to paragraphs are to paragraphs of the relevant Schedule.

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

2.8. In the case of any ambiguity between any provision contained in the body of these Terms and any provision contained in the Schedules, the provision in the body of these Terms shall take precedence.

2.9. A reference to writing or written includes email but excludes fax and any form of internet or instant messaging.

3.   OUR CONTRACT WITH YOU

3.1. In order to enable us to collate and aggregate various data points, it is necessary for you to provide data to us, such data provision to be governed by these terms and conditions (Terms), which form the Contract between us.

3.2. By providing us with data, you agree to these Terms.

3.3. These Terms are the entire agreement between you and us in relation to data provision. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in these Terms.

3.4. You should print off a copy of these Terms, or save them to your computer, for future reference.

4.   YOUR OBLIGATIONS

4.1. In consideration for us generating and making public a Score, you shall provide the Provided Data to us.

4.2. The Provided Data shall be in such format and of such quality as to enable us to collate it, and shall be transferred to us using the Data Transfer Method.

4.3. The Provided Data shall be accurate and not misleading or substantially altered.

4.4. You shall not provide any Personal Data.

5.   OUR OBLIGATIONS

5.1. In consideration for you providing data under these Terms, we shall generate and make public a Score in respect of your business.

5.2. We shall promptly respond to any request in writing from you as to compatible data formats and any other information reasonably required for you to comply with your obligations under clause 4.2.

5.3. We shall notify you in writing of the method by which the Provided Data is to be provided promptly after the Start Date and promptly upon the method changing.

6.   CONFIDENTIALITY

    We shall keep all Provided Data confidential except in so far as disclosure is necessary for the publication and verification of the Score.

7.   DATA PROTECTION

7.1. In the event that Personal Data is transferred to us, we shall be a Processor (as defined in the Data Protection Legislation) only.

7.2. The Parties agree to comply with all requirements set out in the Data Protection Legislation when performing their respective obligations under these Terms.

7.3. The Parties agree to provide such reasonable assistance as is necessary to enable each other to comply with the rights of Data Subjects (as defined in the Data Protection Legislation) and respond to any other queries or complaints from individuals or regulatory authorities.

7.4. Having regard to the state of the art and the cost of implementation, each Party shall have in place appropriate technical and organisational security measures in order to prevent unauthorised or unlawful processing of Personal Data.

8.   WARRANTIES

8.1. You warrant that the Provided Data be up-to-date, or, so far as you are aware, the latest available data of that kind.

8.2. You warrant that the Provided Data is accurate.

9.   INDEMNITY AND LIQUIDATED DAMAGES

9.1. You undertake to indemnify us and hold us harmless from any cost which you cause us as a result of your breach of any of these Terms.

9.2. In addition to the indemnity contained in clause 9.1, if you breach any of the warranties contained in clause 8, you shall pay us, as liquidated damages, any loss direct or indirect suffered by OpenScore.

9.3. You shall pay these liquidated damages on demand.

9.4. The liquidated damages payable under this clause 9 shall accrue from the date of our discovery of the breach of warranty. This clause 9.4 is without prejudice to our right to claim general damages arising out of any breach of warranty by you.

9.5. The Parties confirm that these liquidated damages are reasonable and proportionate to protect the integrity of the Score.

10.   ALLOCATION OF COST

You shall perform your obligations under these Terms at your own cost, and we shall perform our obligations at our own cost, save as provided otherwise in clause 9 of these Terms.

11.   SEVERANCE

11.1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this clause 11.1 shall not affect the validity and enforceability of the rest of these Terms.

11.2. If we become aware of the possibility that any provision or part-provision of these Terms is invalid, illegal or unenforceable, we shall amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.   FURTHER ASSURANCE

Both you and we shall and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.

13.   TERMINATION

13.1. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if you commit a material breach of any of these Terms and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so.

13.2. For the purposes of clause 13.1, a material breach means:

(a) a breach of any of the obligations set out in clause 8;
(b) failure to pay under the obligations set out in clause 9; or
(c) a breach that has a serious effect on the benefit the terminating party would otherwise derive from these Terms.

14.   NOTICES

14.1. A notice given by one of us to the other in connection with these Terms shall be in writing and sent to the other Party.

14.2. The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:

Delivery Method:                    Deemed delivery date and time

Email                                        At the time of transmission if on a Business Day. Otherwise at 10:00 on the next Business Day after transmission.

15.  NO WAIVER

15.1. Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

15.2. No single or partial exercise of any right or remedy provided under these Terms or by law shall preclude or restrict the further exercise of that or any other right or remedy.

16.  NO PARTNERSHIP

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us the agent of the other, nor authorise you or us to make or enter into any commitments for or on behalf of the other.

17.  THIRD PARTY RIGHTS

The Contract is between you and us. No other person has any rights to enforce any of these Terms.

18.   GOVERNING LAW AND JURISDICTION

The validity, construction and performance of these Terms shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales to which we each agree to submit.