TERMS OF USE

Last updated September 26, 2023

If you have a Data License Agreement with Companysights Ltd (“Agreement”), the Terms of Use in that Agreement shall take precedence over these general Terms of Use.
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1. INFORMATION ABOUT US

1.1  Our website, web application, or any other feature found at https://www.companysights.com/ or associated subdomain (collectively, “Platform”) is operated by Companysights Ltd (“CompanySights”, “we”, “our” or “us”).

1.2  References to (“you” or “your”) refer to you as an individual if you access our Platform as an individual or the organization you represent and its employees, contractors and other personnel (“Personnel”) where you access our Platform on behalf of an organization. Where you access our Platform on behalf of an organization you are responsible for: (a) ensuring your Personnel are aware of, and comply with, these Terms of Use; and (b) the acts and omissions of such Personnel.


2. TERMS OF USE

2.1  The legally binding terms and conditions shown on this page, together with any accompanying documents we provide to you from time to time which incorporate these terms and conditions by reference or that are incorporated into these terms and conditions by reference, together the (“Terms of Use”) govern how you access and make use of our Platform, including any services we provide through or in connection with our Platform (“Services”), the data provided by us to you in connection with the Services (“Data”), the web based visualizations and analytics we use to provide such Data to you (“Dashboards”) and any other content, services and data made available by us to you whether via our Platform or any other means such as post, email, text message or other mode of instantaneous communication (in each case whether or not you are a guest or a registered user of our Platform).

2.2  Please read these Terms of Use carefully before you or your Personnel use our Platform. If you or your Personnel access any part of our Platform, you will be deemed to have accepted these Terms of Use, legally bound the organization you represent to these Terms of Use and agreed to abide by these Terms of Use regardless of whether you (or your Personnel) choose to register on our Platform. Please refrain from using our Platform if you are accessing the same: (a) as an individual and do not agree to these Terms of Use; or (b) on behalf of an organization and you are not sure if that organization has agreed to these Terms of Use.

2.3  We may revise these Terms of Use at any time by posting an update on our Platform. Continued use of our Platform after any such change constitutes your acceptance of the new Terms of Use and they will be binding on you and the organization you represent. Furthermore, some of the provisions contained in these Terms of Use may, from time to time, also be superseded by provisions or notices published elsewhere on our Platform or accompanying documents we provide to you from time to time.

2.4  Notwithstanding paragraph 2.3, if you have paid fees to receive Dashboards, Data, or Services (“Fees”) any change that we make to these Terms of Use will not affect such Dashboards, Data, or Services.

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3. CLASSIFICATION AND REPRESENTATIONS‍

3.1  You acknowledge that the Services, Dashboards and Data are not intended for consumers and therefore by accessing or receiving Dashboards, Services or Data from us you warrant and represent that you are not: (a) a consumer (as defined by applicable laws and regulations); or (b) an individual acting for purposes that are wholly or mainly outside of their trade, business, craft or profession.

3.2  You represent, warrant and undertake to us that: (a) you have full power, authority and resources to accept these Terms of Use (and where you access our Platform on behalf of an organization, to accept these Terms of Use on behalf of the organization you represent and bind it accordingly) and to perform all your obligations hereunder; and (b) all information that you have given, or shall give, to us is true, accurate and complete each time you or they access our Platform, Services or Data and you have the right to provide such information to us so that we may use it in accordance with these Terms of Use.


4. REGISTRATION

4.1  To access certain parts of our Platform, Services or Data, we may require you or your Personnel to register for access and provide certain information. You agree to: (a) ensure that such information is true, accurate, current and complete (“Registration Data”); and (b) contact us if any Registration Data changes.

4.2  Where you or your Personnel register for accounts on our Platform, they will be allocated a username and password which must be used solely by them. Sharing of usernames or passwords or making one username and password available to more than one individual is strictly prohibited. Accordingly, you agree to: (a) maintain the security of usernames and passwords and be fully responsible for all use of our Platform made using the same; (b) ensure that you and all Personnel log out of their account at the end of each session; and (c) notify us immediately upon becoming aware of any unauthorized use of usernames or passwords. Without prejudice to paragraph 11, we accept no liability for any losses, damages or costs arising from or in relation to your failure to comply with these requirements. If your Personnel that access the Platform under license are no longer employed at your organization then you can request to update the Registration Data to another individual, subject to you providing proof that the Personnel no longer work at your organization.

4.3  We have the right to disable access for your Personnel at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.


5. SERVICES AND DATA

5.1  Unless otherwise expressly agreed by us in writing all content (including Services, Data and Dashboards) made available by us whether via our Platform or any other means such as post, email, text message or other mode of instantaneous communication are strictly for the use of the individual who receives them and the organization that they represent and you shall ensure that the same is not transferred to any other individual or entity.

5.2  Subject to your compliance with these Terms of Use, and if applicable, the Fair Use Policy and payment of the appropriate Fees, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable, personal and limited license to receive the Services and to: (a) access, view, download and use Dashboards for your own internal business purposes and the internal business purposes of the organization you represent only (“Permitted Purpose”); (b) modify or manipulate that Data contained in the Dashboards or combine it with other data; and (c) create derived product or work using all or part of that Data contains in the Dashboards (each “Derived Data”). Data (once downloaded) and Derived Data is still subject to the restrictions described in the remainder of this paragraph 5.

5.3  You may provide your customer with an amount of Data or Derived Data that: (i) has no independent commercial value as a database; (ii) could not be used by a user of the Platform as a substitute for the Data or Derived Data; (iii) is not separately marketed by users of the Platform, their affiliates or a third-party source; and (iv) is not regularly or systematically retrieved in a manner that does not satisfy sub-Sections (i), (ii) and (iii) of this definition (collectively, “Insubstantial Amounts”). If you provide Insubstantial Amounts of Data and Derived Data to your customer you must (a) attribute us as the provider of the underlying data on the same page as where the Insubstantial Amounts are shown; (b) indemnify us if your customer sues us directly as a result of our data being used for any purpose; and (c) ensure your customer is not permitted to share the Insubstantial Amounts outside of their organization (other than their advisers and to potential investors, lenders or acquirers).

5.4  Unless you have received express written permission from us in advance, which may be given subject to such additional legal terms and Fees as we specify from time to time, you may not: (a) make the Services, Dashboards or Data accessible (including the provision of access through any application populated with Data, reselling or disclosing Dashboards or Data) by any means, including electronic means to any third party (other than the organization that you represent and your customer subject to restrictions specified in paragraph 5.3); (b) use the services or Data as part of any filing with regulatory or securities authorities; or (d) commercially exploit the Services, Dashboards or Data in any way.  

5.5  The restrictions in paragraph 5.4 apply even if Derived Data cannot be: (a) identified as originating or deriving from the Data; (b) reverse engineered in order to identify all or part of the Data; or (c) used as a substitute for the Data.

5.6  If you receive express written permission from us (and the appropriate Fee is paid) to carry out any of the restricted activities relating to Data specified in paragraph 5.4, then you must comply with any additional legal terms we may specify from time to time in relation to such activities. Without prejudice to the foregoing, if you are permitted to make Data accessible to third parties, then unless we agree otherwise in writing, you must ensure such Data is always accompanied with a statement making it clear that such Data was provided by us. We may, in our sole discretion request that you modify the form of statement used and you shall make such modifications promptly, and in any event within five days of our request.

5.7  You must not use or permit access to the Services, Dashboards or Data: (a) for any purpose contrary to applicable laws and regulations; (b) in any manner that in our sole judgement could compete directly or indirectly with our business, products (including data) or services; (c) in any way which in our sole judgement may damage our reputation; or (d) other than as expressly permitted by these Terms of Use.

5.8  If any unauthorized use of Services, Data or Dashboards is made, permitted by you (including as a result of you making Services, Data or Dashboards available to a third party or sharing between Personnel) or occurs as a result of the use of your account then, without prejudice to our other rights and remedies: (a) you shall immediately be liable to pay us an amount equal to the Fees that we would have charged, had such use been authorized by us at the beginning of the period of that unauthorized use together with statutory interest from the date of that unauthorized use to the date of actual payment; (b) you shall indemnify, keep indemnified and hold us harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties we incur; and (c) we may require you to discontinue the supply of Data to any individual or third party reasonably suspected by us of that unauthorized use or breach.

5.9  We reserve the right to determine and change the type, form, nature and content of our Platform, including the Services, Dashboards and Data from time to time and to modify and supplement the technical, functional, administrative and operative methods of supply of the Services, Dashboards and Data, wherever necessary for complying with provisions of law, contractual requirements with third party data vendors or due to actual or potential changes in the organization of our business, technical systems or technical specifications and requirements.


6. FEES

6.1  Fees are charged by us for access to and use of our Services, Dashboards and Data. Such Fees and payment terms are detailed on the Order Form for subscription users or at the online checkout for all other users. Fees are quoted by us exclusive of VAT or any equivalent sales tax and in the event no payment terms are notified to you, Fees are payable before access to our Services, Dashboards and Data is provided.

6.2  All amounts payable to us must be paid without set-off, counterclaim or deduction (including, for or on account of any present or future taxes or duties of whatever nature imposed or levied by any jurisdiction) unless such withholding or deduction is required by applicable laws and regulations. In such event, the amount of such payment due from you shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment which would have been due if no such withholding or deduction had been required.

6.3  All Fees are exclusive of any applicable taxes for which you shall be additionally liable at the applicable rates from time to time. If there is a change in the rate of tax payable, in the tax treatment of Services, Dashboards or Data, a change of law or practice or interpretation of the existing legislation or revised determination by any tax authority, the supply of Services, Dashboards or Data by us has been incorrectly regarded as tax exempt or if the courts rule tax is chargeable, then, where taxis imposed on a supply by us under or in connection with these Terms of Use (including the retrospective application of tax upon services which we have already performed and which have previously been invoiced on a tax exempt basis), you shall pay to us on demand a sum equal to the amount of the tax which becomes due on that supply and any fees and/or interest which any tax authority levies on us in relation to the outstanding sums and/or non-payment.


7. ACCESSING OUR PLATFORM, DASHBOARD, SERVICES AND DATA

7.1  You are responsible for: (a) configuring your information technology, computer programs, platform, mobile phone and other devices to access our Platform; and (b) providing your own access to the internet and paying any service fees associated with such access.

7.2  Access to Dashboards, Data or Services provided on our Platform with payment made through our online checkout expire one year after the first payment date of Fees for those Dashboards, Data or Services. If you have not paid Fees to us then we reserve the right to deny access to such Dashboards, Data or Services immediately without notice. From time to time, we may for any reason restrict access to all or part of our Platform, Services, Dashboards or Data to only those users who have registered with us.

7.3  Our Platform (and any content on it), Services, Dashboards and Data changes from time to time and is provided on an, “as is” and “as available” basis except as specified in these Terms of Use, all warranties, conditions, and representations, whether express or implied, under common law or statute, including those relating to fitness for purpose, satisfactory quality and non-infringement are excluded to the maximum extent permitted by applicable law. In particular, we do not warrant that Services, Dashboards or Data: (a) will be provided free from interruption; (b) will run on your computer systems; (c) are accurate, complete, reliable, secure, useful, fit for purpose or timely; (d) will be tested for use; or (e) will be suitable for or be capable of being used by you or any third party.


8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

8.1  You agree to, except as required by relevant legislation, governing authority or court of competent jurisdiction, keep confidential all information relating to these Terms of Use (including, where applicable, the Fees), and any other confidential or proprietary information regarding us or our business (“Confidential Information”) which you may become aware of, except to the extent that such information has become public knowledge, otherwise than in breach of an obligation of confidentiality, or specific disclosure is required by law, or a relevant regulatory body (and in such circumstances, you notify us, cooperate with us, permit us to make representations and limit disclosure to that which is strictly required), or disclosure is made in confidence to your Personnel or professional advisors who are under legally binding confidentiality obligations and you agree to be liable for their acts and omissions in relation to such Confidential Information as if such acts and omissions were your own.

8.2  We are permitted to publicize the fact that you (and your organization) are a user of our Platform and we may use your trade mark, trade name or logo in connection with such publications.

8.3  You agree that as between us and you, we own all intellectual property rights, in particular copyright and database rights in our Platform and all Services and content on or made available on them, including Dashboards, Data and Derived Data (and you hereby agree to notify us, assign and agree to assign (irrevocably and unconditionally) all such Derived Data to us upon its creation). Nothing in these Terms of Use transfers ownership of any intellectual property rights owned by us (or our licensors) to you. You have no rights in or to our intellectual property rights other than those expressly granted in paragraph 5.2 or as expressly granted in writing by us. All rights not expressly granted under these Terms of Use are explicitly reserved by us.

8.4  You may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback (“Feedback”) to us with respect to our Platform, Services, Dashboards or Data. We will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality and you hereby grant us a perpetual, worldwide, non-exclusive, royalty free, transferable, sublicensable (through multiple tiers) irrevocable license to use such Feedback for any purposes related to our business including displaying, editing, copying, reproducing, translating, disclosing, posting to and creating derivative works in connection with our Platform, Services, Dashboards and Data and across different media and to promote our Platform and/or our services.

8.5  Unless permitted by these Terms of Use or you have received our prior written consent you must not: (a) use any illustrations, photographs, video or audio sequences or any graphics in any Dashboard separately from any accompanying Data; or (b) scrape, extract, download, upload, sell or offer for sale any part of our Platform, Services, Dashboards or Data and you agree not to use, or cause to be used, any computerized or other manual or automated program or mechanism, tool, or process, including any scraper or spider robot, to access, extract, download, scrape, data mine, display, transmit, or publish, any part of our Platform, Services, Dashboards or Data.

8.6  You must not use any part of our Platform (including the Services, Dashboards or Data) for commercial purposes without obtaining the requisite license from us or our licensors and paying the appropriate Fees.

8.7  You will not: (a) attempt to interfere with the proper working of our Platform or monitor use of  our Platform without our prior written permission; (b) take any action that imposes an unreasonable or disproportionately large load on our Platform infrastructure; (c) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, raw data, file formats or programming or interoperability interfaces within our Platform (except to the extent permitted by  law or permitted by us in writing); (d) use any network monitoring or discovery software to determine our Platform architecture or extract information about usage, individual identities or users; or (e) circumvent, disable or otherwise interfere with security-related features of our Platform including any features designed to prevent, limit or restrict use or copying of part of our Platform (including the Services, Dashboards or Data).

8.8  On request, you shall return or irrecoverably delete any Confidential Information or Data that has been made available by us to you.


9. NO RELIANCE OR ADVICE

9.1  You acknowledge that certain Platform content (including Services, Dashboards and Data) may be created or supplied by third parties, so it may not be possible to verify the accuracy and completeness of such content. Whilst we have used all reasonable endeavors to ensure the accuracy and completeness of the Data, we do not guarantee or warrant that the Data is without errors or omissions. The accuracy and completeness of the Data is not a condition of use and you will not be entitled to refuse to pay any amount due or part thereof by reason of errors or omissions in the Data supplied. You will not rely on the Services, Dashboards, Data or Derived Data to make any business or personal decision without first obtaining professional advice and without prejudice to paragraph 11, we disclaim all liability and responsibility arising from any reliance placed on the Services, Dashboards or Data and accept no liability for the result of any acts or omission taken by you on the basis of the Services, Dashboards or Data provided by us.

9.2  You acknowledge and agree that in entering into these Terms of Use, all statements, representations, warranties and undertakings on which you rely are incorporated into these Terms of Use and you do not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (in each case whether contractual or non-contractual) which is not expressly set out in these Terms of Use. Without prejudice to any other provision of these Terms of Use limiting your remedies, you agree that you will have no remedy in relation to these Terms of Use, our Platform, Services, Dashboards or Data for innocent or negligent misrepresentation, negligent misstatement or mistake based on any statement in or made in relation to these Terms of Use. The only remedy available to you in relation to any breach of these Terms of Use shall be for damages for breach of contract under these Terms of Use.


10. SUSPENSION AND TERMINATION

10.1  Access to our Platform, Services, Dashboards and Data is permitted on a temporary basis, and we reserve the right to withdraw, cancel, amend or suspend (including indefinitely) your access to all or part of our Platform, Services, Dashboards or Data without notice in the case of system failure, maintenance or repair for any reason, if we believe you have not complied with these Terms of Use (including non-payment of Fees that are due) or for any other reason.

10.2  If you breach any of these Terms of Use, we have the right to terminate your access to our Platform, Services, Dashboards and Data immediately without notice.


11. LIABILITY

11.1  Nothing in these Terms of Use excludes or restricts in any way any liability: (a) that cannot be excluded or restricted by applicable laws and regulation; and (b) for payment of amounts properly due under or in connection with these Terms of Use.

11.2  Subject to paragraph 11.1, if you have not paid Fees to us and you are dissatisfied with our Platform, Services, Dashboards or Data, or you dispute these Terms of Use, your sole right and exclusive remedy is to cease to use our Platform, Services, Dashboards and Data even if that right or remedy is deemed to fail on its essential purpose. You confirm that we have no other obligation, liability or responsibility to you, your Personnel or any third party.

11.3  Subject to paragraph 11.1, we shall not be liable, whether in tort (including negligence), contract or otherwise for any: (a) loss of actual or anticipated profits; (b) wasted expenditure (excluding Fees paid); (c) loss or corruption of software or data (in each case (a) to (c), whether direct or indirect), or (d) indirect, consequential or special loss, in each case arising out of or in connection with these Terms of Use or your reliance on, use (or inability to use) our Platform, Services, Dashboards or Data.

11.4  Subject to paragraph 11.1, our total aggregate liability arising out of or in connection with these Terms of Use or your reliance on, use (or inability to use) our Platform, Services, Dashboards or Data, whether in tort (including negligence), contract or otherwise in respect of a Contract Year shall not exceed the amounts paid by you to us under these Terms of Use in that Contract Year. A (“Contract Year”) means each successive 12 calendar month period commencing on the date you (or any of your Personnel) first access our Platform, Services, Dashboards or Data and an anniversary thereof.

11.5  You shall indemnify, keep indemnified and hold us harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties we incur as a result of a breach of these Terms of Use by you, your Personnel (or any third party that gains access to our Services, Dashboards or Data via your account).


12. TRANSACTIONS OR OTHER ACTIONS CONCLUDED THROUGH OUR PLATFORM

12.1  Additional terms may apply to: (a) any purchases you make via our Platform; (b) registration on our Platform including registering as a user or for any email alert or other related services; (c) any promotion, competition or draw appearing on our Platform; (d) any content that you send to us for us to publish either on our Platform or elsewhere; (e) any training activities that you sign up for; (f) consultancy or professional services we provide; and (g) any other matters that may arise from time to time that require (in our sole discretion) additional terms.


13. VIRUSES, HACKING AND OTHER OFFENCES

13.1  You must procure that your Personnel do not: (a) misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; (b) attempt to gain unauthorized access to our Platform (or any restricted part of it), the server on which our Platform is stored, or any connected server, computer or database; and (c) attack our Platform via a denial-of-service attack or a distributed denial-of service attack.

13.2  By breaching paragraph 13.1, you may 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 (and the identity of your relevant Personnel). In the event of such a breach, your right to use our Platform will cease immediately.

13.3  We use reasonable endeavors to ensure that our Platform does not contain or promulgate any viruses or other malicious code. However, we do not guarantee that our Platform or Data will be free from bugs, viruses or malicious code and without prejudice to paragraph 11, we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or to your downloading of any content (including Dashboards and Data) made available via it, or on any website linked to it. We therefore recommend that you use your own virus protection software and check all such materials regularly for the presence of viruses and other malicious code.


14. LINKING TO OUR PLATFORM

14.1  Links on our Platform to third party websites are provided solely for your convenience and should not be interpreted as approval by us of those linked websites or information that you may obtain from them. We have not reviewed any such third party websites and we do not control or take any responsibility for their content or availability. We do not endorse or make any representations about any such third party websites or any material found thereon or any results that may be obtained from your use of the same. If you decide to access any such third party website, you do so entirely at your own risk.

14.2  You may link to the home page or login page of our Platform only, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it and, on condition that you do not replicate the home page of our Platform. By linking to our Platform, you must not: (a) create a frame or any other browser or border environment around our Platform; (b) imply any endorsement, association or approval  by us other than with written consent, or misrepresent your relationship with us; (c) use any logos or trademarks displayed on our Platform without our express written permission; (d) link from a website that is not owned by you; or (e) link from a website that contains content that contravenes these Terms of Use, infringes third party rights or does not comply with all applicable laws and regulations.

14.3  You may link to other pages of our Platform only with our prior written consent and subject always to the same conditions as set out in paragraph 14.2.


15. USER GENERATED CONTENT

15.1  The pages of our Platform where you are permitted to input data or content are provided for your private, non-commercial exchange of lawful, relevant, fair and appropriate information, to source relevant Data and perform analyses. You must not use any such page of our Platform in a manner inconsistent with the foregoing.

15.2  By inputting or submitting any content to our Platform, you: (a) acknowledge that such content will be considered non-confidential and non-proprietary; (b) grant us a perpetual, worldwide, non-exclusive, royalty free, transferable, sublicensable (through multiple tiers) irrevocable license to use such content and l material embodied therein for any purposes related to our business including displaying, editing, copying, reproducing, translating, disclosing, posting to and creating derivative works in connection with our Platform, Services, Dashboards and Data and across different media and to promote our Platform and/or our services; (c) grant third parties, including other users of our Platform, our partners and sponsors the right to use such content for their purposes or in accordance with the functionality of our Platform; (d) waive all moral rights that you may have in any material posted to our Platform; and (e) warrant that all such content complies with these Terms of Use, does not infringe any third party rights and complies with all applicable laws and regulations.

15.3  We accept no responsibility for any statements, material or other submissions placed on our Platform by users, and you are responsible for securing and backing up such content and we reserve the right in our sole discretion to refuse or remove any content. We will not review the materials posted to or made available on our Platform by you or any other user. Unless specifically notified of the nature of any item of content, we have no awareness of materials posted to or made available on our Platform. If you object to the publication of any material posted to or made available on our Platform, please contact us.

15.4  We have the right to disclose your identity to any third party that is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights, or if required to do so by law or governmental agency.


16. CONTACT

16.1  You must contact us by email using support@companysights.com, or by using the "Contact" form found on our Platform if you wish to send us a notice in connection with these Terms of Use, our Platform, Services, Dashboards or Data.

16.2  We may contact you in connection with these Terms of Use by: (a) posting information on our Platform (including through pop ups which may apply when you use our Platform); and (b) using any contact detail (including email address) that you provide to us from time to time.


17. GENERAL

17.1  You agree that any and all claims you bring in connection with these Terms of Use, our Platform, Services, Dashboards or Data, whether in tort (including negligence), contract or otherwise must be brought against us and not against our third party service providers. You agree to indemnify, keep indemnified and hold us harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties we incur as a result of any claim brought by you directly against any of our service providers.

17.2  These Terms of Use constitute the entire agreement and understanding between you and us relating to its subject matter and supersedes any previous agreement (including trial, evaluation and non-disclosure agreements), discussions, negotiations, drafts, promises, assurances, warranties, conditions, representations and/or undertakings between you and us relating to any of such subject matter. Subject to paragraph 2.3, these Terms of Use may only be varied by: (a) a document hand signed (or electronically signed) by a duly authorized representative from both us and you that expressly states which provisions are being varied; or (b) pop ups provided by us on our Platform which are then accepted by you.

17.3  No forbearance or delay by us in exercising or enforcing any right (and/or the continued performance of these Terms of Use) shall prejudice or restrict our rights, and no waiver of any right or of any breach of any contractual term shall be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy shall restrict the further exercise of that or any other right or remedy. Except as provided in paragraph 9.2 and 17.9, the rights and remedies provided in these Terms of Use are in addition to and not exclusive of any right or remedy provided by law.

17.4  We shall not be liable for our failure or delay to perform any obligation in these Terms of Use if such failure or delay is caused or contributed to by any event, circumstance or cause beyond our reasonable control (as determined in our sole judgment), including any industrial dispute (including those affecting our workforce), governmental regulations, power failure, any failure of any computer software or hardware operated by a third party, any failure by our service providers or subcontractors or of any third party communications network or data provider, any interruptions to or lack of availability of internet related services including Domain Name System (DNS) services and hosting services, fire, flood, disaster, pandemic, death or incapacity, terrorist activity, civil riot or war. Other than as expressly required by these Terms of Use, we shall not be obliged to take any action to prevent or mitigate events beyond our reasonable control.

17.5  These Terms of Use (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be governed by and interpreted exclusively in accordance with English law. You irrevocably submit to the exclusive jurisdiction of the courts in London, England over any claim, dispute or matter arising out of, under or in connection with these Terms of Use (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation).

17.6  Notwithstanding paragraph 17.5, you acknowledge that failure to comply with these Terms of Use may mean that we suffer irreparable injury for which monetary damages alone may not be an adequate remedy. You agree that in the event of non-compliance with these Terms of Use, we will be entitled to specific performance and injunctive and/or other equitable relief in any jurisdiction as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.

17.7  You may not sub-license, transfer, charge or otherwise encumber, declare a trust over or otherwise deal with these Terms of Use, or any right, benefit, interest, liability or obligation under them, without our prior written consent.

17.8  If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of these Terms of Use. If any provision or part-provision of this Agreement is deemed deleted under this paragraph 17.8, you shall negotiate with us in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.9  You and us are and shall act at all times as independent contractors, and nothing contained in these Terms of Use shall be construed or implied to create an agency, partnership, or employer-employee relationship between you and us. At no time shall you make any commitments or incur any charges or expenses for or in our name. Except as expressly set out in this Agreement, no term of this Agreement is intended to confer a benefit on or to be enforceable by any person other than you or us (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

17.10  In the event of any conflict between these Terms of Use and any other documentation or agreement between us, these Terms of Use shall take precedence unless such other document or agreement is signed by a duly authorized representative from both us and you. In the event of any conflict between these Terms of Use and any other documentation that are signed by a duly authorized representative from both us and you, then the document that is most recently dated will take precedence.


18. INTERPRETATION

18.1  Meanings given to defined terms also apply to grammatical variants provided the initial letter is capitalized. Paragraph headings shall not affect the interpretation of these Terms of Use and references to paragraphs are to paragraphs of these Terms of Use. Unless the context requires otherwise, words in the singular include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under it. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘other’ and ‘otherwise’ or any similar expression are illustrative and do not limit the sense of the words preceding them. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality). The use of American English instead of British English shall not affect the interpretation of these Terms of Use.