Platform terms and conditions
Please read these terms and conditions carefully before you submit your order to us, by continuing to submit your order, submitting your payment for access to the Platform or otherwise using or accessing the Platform or Services you agree to be bound by these terms and conditions.
These terms and conditions (“terms”) outline who we are, how we (Gliff Limited, trading as gliff.ai) provide the gliff.ai platform (“the Platform”) and any Services (as defined below) to you (the “Customer”), and permit you, to use our Platform and Services, how you and we may change or end the contract, what to do if there is a problem and other important information. It is important that you read these terms carefully before submitting your order to us and accepting these terms as upon acceptance by you there will be a binding legal contract between us which incorporates these terms. Unfortunately, if you do not accept these terms then you will not be able to use our Platform or have any access to our Services. If you think that there is a mistake in these terms, please contact us to discuss.
Terms and Conditions
- It makes things easier if we define at the outset what certain words will mean when we use them in these terms. That means, for the words listed below, wherever you read these words, indicated with Capital Letters, in these terms shall have the following meanings. Other words may be defined throughout the terms as you will see, again indicated by the use of Capital Letters.
- User Data
- means any materials, content or other data provided by you or any other Users (which shall be encrypted by the Platform at source) and uploaded to the Platform, or generated by your or other Users’ use of the Platform or Services and/or stored by us on our secure servers, or otherwise provided to us by you or any User;
- Intellectual Property Rights
- means all those intangible things that can be owned and controlled notwithstanding the fact that they are not physical. This includes things like copyright, trade marks, designs, patents, domain names, database rights, know-how, trade secrets, and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist at the date the contract comes into existence or come into existence some time later. This term also includes applications for registered Intellectual Property Rights that are pending as at the date the contract comes into existence and Intellectual Property Rights whose term of protection has been renewed or extended somehow;
- Service Tiers
- means the options of tiers of service for the Platform and/or Services as set out at https://gliff.ai;
- Platform Specification
- means the description and specification of the Platform as may be outlined https://gliff.ai;
- means the fees for various Service Tiers specified at https://gliff.ai payable by you in consideration for access to the Platform and Services;
- means the supply of the platform as more particularly described in the as outlined at https://gliff.ai;
- means you any other user of the Platform under your instruction.
- When you see the words “includes” or “including” used in these terms, it means without limitation to what then follows, which is really an example.
- You can take it that when we refer to legislation, we are also referring to all subordinate legislation (rules and regulations) that are set down under or pursuant to that legislation. Those references also include instances where the original legislation we refer to is replaced by new legislation that does the job of the legislation we referred to.
- When we refer to something being “in writing” or “written”, this includes emails or other forms of electronic communication, including messages sent to your account or notifications sent to you via any App that you might be using.
- These terms apply 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.
Are you a business customer or a consumer? In some
areas you will have different rights under these terms depending on
whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
- If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase or otherwise your access and use of the Platform. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Information about us and how to contact us
- Who we are. We are Gliff Limited, a company registered in England and Wales. Our company registration number is 09993732 and our registered office is at Salvus House, Aykley Heads, Durham, DH1 5TS. Our registered UK VAT number is GB288713656. For EU customers and consumers our VAT number is EU372035771.
- How to contact us. You can contact us by writing to our customer service team at contact[at]gliff.ai or Salvus House, Aykley Heads, Durham, DH1 5TS.
- How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the phone number, email address or postal address you provided to us in your order.
Our contract with you
- How we will accept your order. You must complete the online order form and submit your payment details (if requested) (your “order”) to gain access to the Platform. Once you have paid any requested Fees for the Platform (if applicable) our acceptance of your order will take place when any payment required from you has been accepted and you are granted access to the Platform at which point a contract will come into existence between you and us.
- If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Platform service. This might be because the Platform is unavailable, because of unexpected limits on our resources which we could not reasonably plan for, or because we have identified an error in the price or description of the service.
- You rely on the content of the Platform and any outcomes or results of your use of the Platform at your own risk. Whilst we have designed the Platform to be as useful as possible, we do not give any warranty or assurances about effectiveness of the Platform or Services for your intended use or outcome and we do not give any warranties or assurances generally about any information contained on the Platform or Services or any intended or actual outcomes or data created by your use of the Platform or Services. Whilst the data, content, outcomes and results generated by your use of the Platform and Services may be useful for medical research purposes, we specifically disclaim any responsibility for any reliance by you or any other Users on any data, content, expected outcome/results or actual outcome/results from your use of the Platform or Services. Separate advice should always be taken on any information contained in any data, content, outcomes or results of the Platform or Services before any decisions or actions are taken, other than for your internal medical research purposes. We are not liable for any loss, damage or inconvenience experienced as a result of any reliance on the data, content, outcomes or results of the Platform or Services.
- Accuracy of the content. Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that any content on the Platform is accurate, complete or up to date.
- Materials do not form part of the contract. Except as set out to the contrary elsewhere in these terms, any samples, documents, descriptive matter, advertising, brochures or other materials issued by us and any descriptions, illustrations or materials contained on our website, are issued or published for the sole purpose of giving information regarding the services we provide. They are for information purposes only and shall not form part of the contract or have any contractual force.
- We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any services you have paid for but not received.
- What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Services to you. If so, we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.1 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible in any way for supplying the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Warranties and acceptable use restrictions. In
order to ensure safe and proper use by you and the Users of our
Platform, there are a number of promises or, as the lawyers say,
‘Warranties’ that we ask you to make and you will be liable to us
and indemnify us for any breach of a Warranty. This means you will
be responsible for any loss or damage we suffer as a result of your
(or any Users) breach of warranty. These are that:
- you will only use the Platform for legal and moral purposes and will not use the Platform for any purposes that may be deemed immoral or bring our name in any way into disrepute;
- you are the sole owner or have the relevant permission for all content that you upload to your Platform including any graphics, images or other media that are uploaded and that you require your users to do likewise;
you ensure that you and any Users shall not access, store or
distribute any viruses or any material that, we may deem to be:
- unlawful, harmful, threatening or obscene;
- racially or ethnically offensive;
- depicts sexually explicit or pornographic images;
- promotes unlawful violence; or
- discriminates by race, gender, colour, religious belief, sexual orientation or disability.
- you will not any time attempt to copy or distribute any part of the Platform other than as expressly authorised under these terms;
- you will not attempt to modify merge or combine the whole or any part of the Platform with any other software.
- you will not use the Platform or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;
- you will not infringe our intellectual property rights or those of any third party in relation to your use of the Platform or Services, including by the submission of any material (to the extent that such use is not licensed by these terms);
- you will not transmit any material that is defamatory, offensive or otherwise objectionable;
- you will not use the Platform or Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
- you will not collect or harvest any information or data from the Platform or attempt to decipher any transmissions to or from the servers running the Platform;
you will not, except as may be allowed by any applicable law
which is incapable of exclusion by agreement between the parties
and except to the extent expressly permitted under this
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or Services in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or Services;
- you will not access all or any part of the Platform or Services in order to build a product or service which competes with the Platform or Services;
- you will not use the Platform or Services to provide services to third parties; or
- you shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform or Services.
- Profile details. If you choose, create, or you are provided with, a user identification, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification or password, 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. If you know or suspect that anyone other than you knows your user identification or password, you must promptly notify us at contact[at]gliff.ai.
Faults with the Platform. In the unlikely event
that you find a fault or error in the Platform or Services you
should contact us as soon as possible to provide us some more
information about how the fault arose.
- Once you have notified us and a fault has been diagnosed we shall, as soon as is reasonably practicable, take corrective measures to ensure that the Platform performs in accordance with the Platform Specification. We may also make recommendations about your use of the Platform or issues under your control that may have caused the fault and you should implement these recommendations as soon as is possible. You acknowledge that any failure to implement these recommendations may be detrimental to the performance and effectiveness of the Platform.
We will not be responsible, nor will we be liable to diagnose or
fix any fault resulting from:
- your failure to implement any recommendations previously advised by us;
- the improper use or operation of the Platform, or your failure to operate the Platform in a manner which is consistent with our directions; or,
- your use of the Platform otherwise than for the purposes we have specified on our website https://gliff.ai, in the Platform Specification or otherwise in these terms, including any purpose for which it was not designed.
If after our diagnosis, we are unable to diagnose a fault, where
appropriate we may;
- make recommendations concerning your systems; or
- make recommendations concerning your operation and use of the Platform or other issues under the control of you or your Users that may affect the performance of the Platform.
- How to tell us about questions or complaints. If you have any questions or complaints about the Platform or Services please contact us. You can write to us at contact[at]gliff.ai.
- Platform availability. We do not warrant that the Platform will at all times be error and bug free, but we will use our reasonably commercial endeavours to make the Platform available 24 hours a day, 7 days a week.
- Your rights if we suspend the supply of the Platform. There may be circumstances where the Platform is unavailable such as where we are we need to carry out either planned or emergency maintenance work, deal with technical issues or make minor technical or other changes (see clause 5), or update the Platform or Services to reflect changes in relevant laws and regulatory requirements. In the circumstances where our maintenance work or Platform unavailability is planned, we will contact you in advance, which for example may be by the inclusion of a notice on the platform and try to give you as much notice as is possible.
Our rights to make changes
Minor changes to the Platform or Services. We may
change the Platform or Services:
- to reflect changes in relevant laws and regulatory requirements; and
- to implement minor technical adjustments and improvements to the content or delivery of the Platform. These changes will not affect your use of the Platform.
- More significant changes to these terms. In addition, we may make changes to these terms. We will notify you in writing of any changes.
- Updates to the Platform. We may update, require you to update, or require you to allow/accept an update, to the Platform or to any content of the Platform, provided that the Platform shall in all material respects match the description of it that we provided to you when you placed your order.
- Minor changes to the Platform or Services. We may change the Platform or Services:
Intellectual Property Rights
- Save for the content that you submit and content that is submitted by Users to the Platform (including all User Data), you acknowledge that all Intellectual Property Rights in or arising out of or in connection with the Platform or the Services and including our website are and shall at all times belong to us or our licensors. No rights to or property in the Platform or Services shall pass to you and you are not permitted to modify, adapt or create derivative works from the Platform or Services or any part of them.
- You warrant that all Intellectual Property Rights in User Data that you upload to the Platform (or which is uploaded by your Users) or that you deliver to us to enable us to carry out the Services belong to you or that you have permission from those that do own the Intellectual Property Rights (such as your Users) in the content that you (or your Users) upload to use that content in that way.
- Where you have provided images, text, animations or any other content or User Data to the Platform or for use in the provision of the Services, or any other services, you warrant that the use of this content or material does not infringe any rights (including any Intellectual Property Rights) of any third party and you shall indemnify us in full against all loss or damage and any sums awarded by a court against us, and any legal costs incurred by us, arising out of or in connection with any claim brought against us for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of any content or materials provided by you.
- You hereby grant to us a worldwide, fully paid-up, non-exclusive, royalty-free, non-transferable, licence to use, edit, create databases from, copy and store all User Data posted by you or the Users to the Platform during the Term only for the purposes of the provision of the Platform or Services.
In the event of any claim or allegation in respect of breach of any
Intellectual Property Rights being made in respect of the delivery
of the Services or the use of the Platform, we may:
- obtain the right for you to continue using the Services and/or Platform in the manner permitted under these terms; or
- modify the Services and/or Platform so as to avoid the alleged infringement provided that such modification shall not materially detract from the overall performance; or
- terminate the Contract with immediate effect and refund to you any Fees that you paid.
- Each party undertakes that it shall not at any time during the contract, or after termination or expiry of the contract, disclose to any person any confidential or proprietary information concerning the business, methods, technical information, know-how, software, affairs, customers, clients or suppliers of the other party (“confidential information”), except as permitted by clause 7.2 or 7.3.
Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- We may disclose, publish or authorise others to publish reports or information pertaining to the contract or services provided to you which may contain confidential information, or we may otherwise disclose your confidential information by obtaining your prior written approval.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.
Your rights to end the contract
Your rights when you end the contract will depend on what you have
bought, whether there is anything wrong with it, how we are
performing, when you decide to end the contract and whether you are
a consumer or business customer:
- If what you have bought is misdescribed you may have a legal right to end the contract (or to get the service re-performed or to get some or all of your money back), see clause 14 if you are a consumer;
- If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
- If you are a consumer and have just changed your mind about the services , see clause 8.4. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
- In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 8.5.
Ending the contract because of something we have done or are going
If you are ending a contract for a reason set out at 8.2.1 or 8.2.5
below the contract will end immediately and we will refund you in
full for any services which have not been provided and you may also
be entitled to compensation. The reasons are:
- we have told you about an upcoming change to these terms which you do not agree to;
- we have told you about an error in the price or description of the Platform or Services you have ordered and you do not wish to proceed;
- there is a risk that supply of the Platform or Services may be significantly delayed because of events outside our control;
- we have suspended supply of the Platform and Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than one month; or
- you have a legal right to end the contract because of something we have done wrong.
When consumers do not have a right to change their minds.
Your right as a consumer to change your mind does not apply in
- digital products or content after you have started to download or stream these; and
- services, once these have been completed, even if the cancellation period is still running.
- Consumers right to change their mind. For services bought you have 14 days after the day we contact you, for example by email confirmation or order confirmation on a webpage to confirm we accept your order, to change your mind. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
- Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.4), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for services which will not be provided to you. For example, if you tell us you want to end the contract on 4 February we will continue to supply the services until 3 March. We will only charge you for the services up to 3 March and will refund any sums you have paid in advance for the services after 3 March.
- Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
How to end the contract with us (including if you are a consumer who has
changed their mind)
To end the contract with us, please let us know by doing one of the
- Email. You can email us at contact[at]gliff.ai. Please provide your name, home address, email address, details of the order and any username or profile information used on the Platform.
- By post. Write to us at our address, including details of what you bought, when you ordered or received it and your name, home address, email address, details of the order and any username or profile information used on the Platform.
- How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid, by the method you used for payment. However, we may make deductions from the price, as described below.
- When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind and the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
- When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
- To end the contract with us, please let us know by doing one of the following:
Our rights to end the contract
- We may end the contract if you break it. We may end the contract at any time by writing to you if you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due, or if you otherwise breach any of these terms.
- You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
If you are a business customer, without affecting
any other right or remedy available to us, we may terminate the
contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified to do so;
- you fail to pay any amount due under the contract on the due date for payment;
- you take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy; or
- we reasonably believe that you are about to become subject to any of the events listed in clause 10.3.3, 10.3.4 or 10.3.5.
Destruction of User Data
- Upon termination or expiry of the contract you shall have a period of 30 days where you can access the Platform to download all User Data. After this period of 30 days we will permanently erase and delete all User Data from our servers. You recognise and acknowledge that the erasure and deletion of all User Data is irreversible and is necessary in order for us to comply with the law. We will delete your account and remove your access to the Platform 30 days following termination; however, it comes about.
Price and payment
- Where to find the price for the product. The price of the Platform and Services will be the price indicated on the order pages when you placed your order and/or as indicated in the Fees. We take all reasonable care to ensure that the price advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of you order.
- We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Platform or Services, we will adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
- What happens if we got the price wrong. It is always possible that, despite our best efforts, the price displayed to you may be incorrect. We will normally check prices before accepting your order so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
- When you must pay and how you must pay. We take payment through Stripe. If requested at the point of order, you must pay for the Platform and/or Services before you are provided access to these or before these are provided. In the event that you have not paid the full price for your order, we will invoice you for any outstanding balance. You must pay each invoice within 30 calendar days after the date of the invoice.
- What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
- Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Our responsibility for loss or damage suffered by you if you are a
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
- When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- 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; for fraud or fraudulent misrepresentation.
- We are not liable for business losses. If you are a consumer we only supply the Platform and Services to you for domestic and private use. If you use the Platform and Services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.
Your rights as a consumer in respect of defective content or services
We are under a legal duty to supply the Platform and Services in
conformity with this contract. See the box below for a summary of
your key legal rights in relation to the Platform or Services.
Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is digital content, for example a mobile phone app, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
- If your digital content is faulty, you’re entitled to a repair or a replacement.
- If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
- If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.
If your product is services, the Consumer Rights Act 2015 says:
- You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
- If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
- If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
- We are under a legal duty to supply the Platform and Services in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Platform or Services. Nothing in these terms will affect your legal rights.
Our responsibility for loss or damage suffered by you if you are a
Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- All terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
Subject to clause 15.1:
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of agreement or contract, loss of sales, business or revenue, loss of or damage to goodwill, loss of or damage to reputation, business interruption, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss arising under or in connection with any contract between us and/or your (or any User’s) use of or reliance upon any content displayed or contained in, or any outcome arising from use of, the Platform or the Services; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you for Platform or Services under such contract.
- Nothing in these terms shall limit or exclude our liability for:
How we may use your personal information
- Any notice given to a party under or in connection with the contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in any order or Proposal.
Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause 17.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Other important terms
- We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
- You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
- If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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. Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the contract shall remain in full force and effect.
- Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.
- Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.