Elevation Terms & Conditions

These terms and conditions (“Terms and Conditions”) relate specifically to the Elevation services provided by VouchedFor Ltd. For terms relating to any other VouchedFor service please refer to https://vouchedfor.co.uk/terms-and-conditions

Where there is any conflict between the Elevation Terms and the general VouchedFor Terms, in so far as it relates to the supply of VouchedFor’s Elevation service, the Elevation Terms shall take precedence. Where there is any conflict between these Elevation Terms and any separate written Agreement that is in place with a Client, the Agreement shall take precedence.

1. 1.1 Key Definitions:

   "Account"

   an account created by the Client for the purpose of accessing the Platform and using the Services.

   "Adviser Account"

   an account allocated by the Client to an Adviser so that the Adviser can benefit from the Services.

   "Adviser Licenses"

   the adviser licenses which entitle the Advisers to benefit from the Services through an Adviser Account.

   "Advisers"

   those named Advisers who the Client has nominated to benefit from the Services.

   "Authorised Users"

   those Client Personnel who are authorised by the Client to access the Account and use the Services (which shall for the avoidance of doubt include Advisers).

   "Business Day"

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

   "Change of Control"

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

   "Confidential Information"

   any information that is not in the public domain and is intended to be protected from disclosure (whether it is proprietary in nature or whether by contract, legal protections such as trade secret laws, or other means).

   "Client"

   the person (including a business) receiving the Services from the Supplier; typically an advice firm.

   "Client Data"

   the data inputted by the Client, Authorised Users, or the Supplier on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services.

   "Client Personnel"

   employees, workers, agents, appointed representatives and independent contractors of the Client.

   "Data Protection Legislation"

   all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA); the retained version of the GDPR in UK law as defined in section 3(10) (as supplemented by section 205(4)) of the DPA); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications

   "Effective Date"

   the date from which these terms take effect and the Services commence

   "End-User Terms"

   the terms and conditions which Authorised Users are required to enter into before using the Services as may be amended by the Supplier from time to time.

   "Fee"

   the Subscription Fee or any other fees or charges payable to the Supplier under these terms

   "Intellectual Property Rights"

   means patents, trademarks, and service marks, rights in design, trade or business names or signs or domain names, copyrights (including without limitation rights in computer software, databases and websites), database rights, rights in confidential information (including without limitation know how and trade secrets), moral rights (and the benefit of any and all waivers thereof), rental and lending rights, topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist at any time anywhere in the world and all rights of action and goodwill arising at any time in relation thereto.

   "Platform"

   the ‘VouchedFor’ platform(s) which is designed to enable the provision of and support the Services.

   "Privacy Policy"

   means the Supplier’s privacy policy supplied to Authorised Users via the Platform, as may be updated from time to time.

   "Services"

   the subscription services provided by the Supplier under these terms to the Client

   "Subscription Fee"

   the subscription fees payable by the Client to the Supplier for the provision of Services

   "Subscription Period"

   the renewable period specified on commencement of the Services, during which the Client may receive the Services in accordance with these terms

   "Supplier"

   Vouchedfor Ltd, company number, 07485300, with its registered office at 8 Waldegrave Road, Teddington, Middlesex, TW11 8HT.

   "Virus"

   any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

   "Vulnerability"

   a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

   1.2 Any references to controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures shall adopt the same interpretation given to them in the Data Protection Legislation.

   1.3 Clause, schedule and paragraph headings shall not affect the interpretation of these terms.

   1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

   1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

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

   1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

   1.8 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.

   1.9 A reference to writing or written includes e-mail, but not fax.

   1.10 References to clauses and schedules are to the clauses and schedules of these terms

2. Licence to use Services

   2.1 Subject to these terms, the Supplier grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services in accordance with these terms

   2.2 The Client understands and agrees that:

   • 2.2.1 it shall ensure that all information provided when creating an Account is accurate and complete and that it shall update the Supplier through the Platform as and when such information changes;

   • 2.2.2 it will be solely responsible for all activity that occurs under the Account;

   • 2.2.3 it shall ensure that all passwords and other information necessary to access the Account is kept secure and confidential and shall not be disclosed to any third party;

   • 2.2.4 it shall immediately notify the Supplier of any breach of security or unauthorised access or use of the Account it becomes aware of and follow any instructions of the Supplier to mitigate or remedy the effects of unauthorised access to, or use of the, Services and/or Documentation.; and

   • 2.2.5 where it allocates an Adviser Account to an Adviser, it shall ensure that the Adviser complies with the requirements set out in clauses 2.2.1 - 2.2.4.

   2.3 The Client undertakes that it will not allow any Adviser License to be used by more than one individual Adviser unless it has been reassigned in its entirety to another individual Adviser, in which case the prior Adviser shall no longer have any right to access or use the Services and/or Documentation.

   2.4 The Client acknowledges that the Supplier may at any time, and without notice, incorporate licence management software into the Platform for the purposes of ensuring that licence rights are not exceeded.

   2.5 The Client shall not, and shall procure that any Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

   • 2.5.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

   • 2.5.2 is in breach of any third party rights;

   • 2.5.3 facilitates illegal activity;

   • 2.5.4 depicts sexually explicit images;

   • 2.5.5 promotes unlawful violence;

   • 2.5.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

   • 2.5.7 is otherwise illegal or causes damage or injury to any person or property;

   and the Supplier reserves the right, without prejudice to its other rights under these terms, to without liability immediately disable the Client's and/or Authorised User’s access to any related Services where there is any breach of the provisions of this clause.

   2.6 The Client shall not, and shall procure that all Authorised Users shall not:

   • 2.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and to the extent expressly permitted under these terms: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or (c) study or test the functioning of the Services (including any underlying Platform or any part of it);

   • 2.6.2 access all or any part of the Services in order to build a product or service which competes with the Services

   • 2.6.3 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;

   • 2.6.4 attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 2;

   • 2.6.5 attempt to circumvent, disable or otherwise interfere with any security related features of the Services or features that enforce limitation on use of the Services;

   • 2.6.6 use the Services in a way that could damage, disable, overburden, impair or compromise Supplier’s or any third party’s systems or security or interfere with Supplier’s their customers’ use of the Services;

   • 2.6.7 launch any automated system, scripts or instructions (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more request messages to the Supplier’s servers or systems in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard web browser;

   • 2.6.8 use the Services in an unlawful manner, for any unlawful purpose or use the Services to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is, or which would be unlawful; or

   • 2.6.9 introduce, or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.

3. Adviser Licenses

   3.1 Subject to clause 3.2 and clause 3.3, the Client may, from time to time purchase additional Adviser Licenses and the Supplier shall grant access to the Services and the Documentation to such additional Advisers

   3.2 The Client shall pay to the Supplier the relevant Fees for such additional Adviser Licenses in advance. If such additional Adviser Licenses are purchased by the Client part way through the Subscription Period, such Fees shall be pro-rated from the date of activation by the Supplier for the remainder of the current Subscription Period.

   3.3 The Client acknowledges that whilst the Client can purchase additional Adviser Licenses, it cannot reduce the minimum number of Adviser Licenses the Client has agreed to purchase during the Subscription Period, as set out in any separate written agreement. As the Subscription Fees are calculated based on the number of Adviser Licenses purchased during the Subscription Period, the Client will remain liable to pay the full Subscription Fees irrespective of whether the Client has utilised all Adviser Licenses during the Subscription Period.

4. Client data

   4.1 The Client shall own all right, title and interest in and to all of the Client Data that is not personal data. The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to use any Client Data (that is not personal data) for the provision of the Services and for the benefit of its business (including business development, training purposes, analytical and data creation purposes or otherwise).

   4.2 For the purposes of Data Protection Legislation the Supplier shall be an independent controller of any personal data it receives from the Client or Authorised Users

   4.3 The Client shall provide the Supplier any personal data which the Supplier reasonably requires in connection with the provision of the Services. The Client undertakes that, in respect of any personal data which it provides or otherwise makes available to the Supplier:

   • 4.3.1 such personal data is complete, accurate and up-to-date;

   • 4.3.2 it shall provide all data subjects identified in such personal data with clear and sufficient information, in accordance with Data Protection Legislation, of the supply of such personal data to the Supplier; and

   • 4.3.3 it is lawfully authorised and has legitimate grounds to supply such personal data to the Supplier and for the Supplier to lawfully receive and process such personal data, under Data Protection Legislation, on the basis set out in the Supplier’s privacy policy.

   4.4 In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up).

5. Third party sites

   The Client acknowledges that where the Services enable or assist the Client in accessing the website content of third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. Supplier's obligations

   6.1 The Supplier undertakes that the Services will be performed with reasonable skill and care.

   6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, in breach of these terms, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance in order to remedy non-conformance in all material respects. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

   6.3 The Supplier:

   • 6.3.1 does not warrant that: (a) the Client's use of the Services will be available at all times, uninterrupted or error-free; (b) that the Services, and/or the information obtained by the Client through the Services will meet the Client's requirements; or (c) the Platform or the Services will be free from Virus or Vulnerabilities.

   • 6.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   6.4 Any agreed timescales or deadlines for the delivery of the Services are estimates only and the Supplier shall not be in breach of these terms for failing to deliver any of Services within any agreed dates.

7. Client's obligations

   7.1 The Client shall:

   • 7.1.1 provide the Supplier with: all necessary access to such information, items, materials in any form as may be required by the Supplier (including, without limitation, Client Data, security access information and configuration services).

   • 7.1.2 comply with all applicable laws and regulations with respect to its activities under these terms;

   • 7.1.3 read, follow and comply with any instructions for set-up and use of the Services

   • 7.1.4 carry out all other Client responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier shall not be liable for delay in delivery of the affected Services and may adjust any agreed timetable or delivery schedule as reasonably necessary;

   • 7.1.5 ensure that the Authorised Users use the Services in accordance with these terms and any other End User Terms set out by VouchedFor Ltd. The Client shall be responsible for any actions of each Authorised User as if it were its own including any breach by an Authorised User of these terms and/or End-User Terms;

   • 7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations including without limitation the Services;

   • 7.1.7 ensure that its hardware, network and systems comply with the relevant specifications provided by the Supplier from time to time; and

   • 7.1.8 be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

8. Charges and payment

   8.1 The Client shall pay the Fees in accordance with this clause 8.

   8.2 The specific Fees payable for a Service will be set out in the Platform or in any separate written agreement between the Client and Supplier. The Supplier shall use all reasonable endeavours to ensure the accuracy of the Fees displayed on the Platform, but in the event of an error the Supplier shall notify the Client and shall inform the Supplier of the actual Fees payable which the Client shall remain liable to pay.

   8.3 The Client shall be entitled to pay the Fees using any of the methods specified in the Platform from time to time. The Client accepts that certain payment methods may be subject to additional charges as specified in the Platform.

   8.4 To enable the Supplier to charge the Client for, and receive payment of, the Fees, the Client shall on the Effective Date:

   • 8.4.1 provide to the Supplier valid, up-to-date and complete, payment card details or purchase order or other invoicing information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details; and/or

   • 8.4.2 provide all payment charging authorisations, issue any banking instructions, complete all forms and/ or similar (together “Payment Instruction”) reasonably requested by the Supplier (including, but not limited to, direct debit mandates where the Client opts to pay using direct debit) and shall not revoke or amend any such Payment Instruction without the Supplier’s prior written consent.

   8.5 The Client authorises the Supplier to charge the Client’s card using the details provided and the payment method selected on the dates set out below:

   • a) on the Effective Date, for the Subscription Fees payable in respect of the initial Subscription Period; and

   • (b) at the start of each Subscription Period thereafter, for the Subscription Fees payable in respect of the upcoming Subscription Period.

   8.6 The Supplier will produce an invoice for the Client immediately prior to charging the Client for accounting purposes. If the Supplier has not received payment by the due date, then without prejudice to any other rights and remedies of the Supplier:

   • 8.6.1 the Supplier may charge additional admin, processing or other similar fees associated with any failure to charge the Client’s card using its selected payment method;

   • 8.6.2 the Supplier may, without liability to the Client, disable the Client's account and/or access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

   • 8.6.3 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

   8.7 All Fees stated

   • 8.7.1 shall be payable to the Supplier in advance of the provision of the Services for which those Fees relate to;

   • 8.7.2 shall be payable in pounds sterling;

   • 8.7.3 are non-cancellable and non-refundable; and

   • 8.7.4 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate and which the Client is responsible for paying.

   8.8 The Supplier shall be entitled to increase any Fees due under these terms upon the provision of 30 days' prior notice to the Client

9. Proprietary rights

   The Client acknowledges and agrees that, save for the Client Data, the Supplier and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these terms do not grant the Client any rights to, under or in, any Intellectual Property Rights in respect of the Services

10. Indemnity

    10.1 The Client shall indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's or Authorised Users’ use of the Services (“Indemnified Claim”).

    10.2 The Supplier shall:

    • 10.2.1 give the Client prompt notice of any such Indemnified Claim; and

    • 10.2.2 provide reasonable co-operation to the Client in the defence and settlement of such Indemnified Claim, at the Client's expense.

11. Limitation of liability

    11.1 References to liability in this clause include every kind of liability arising under or in connection with these terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise

    11.2 The Supplier has obtained insurance cover in respect of certain aspects its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess liability.

    11.3 Nothing in these terms excludes the liability of the Supplier:

    • 11.3.1 for death or personal injury caused by the Supplier's negligence; or

    • 11.3.2 for fraud or fraudulent misrepresentation.

    11.4 Except as expressly and specifically provided in these terms:

    • 11.4.1 the Client assumes sole responsibility for any decisions or conclusions it makes arising from, in connection with or resulting from use of the Services

    • 11.4.2 the Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client's direction; and

    • 11.4.3 the Services are provided to the Client on an "as is" basis.

    11.5 Subject to clause 11.2 and clause 11.4:

    • 11.5.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms

    • 11.5.2 the Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising from use of the Services

    • 11.5.3 save for as set out in clause 4.4, the Supplier shall not be liable for any type of loss arising from or in connection with the breach, misuse, loss of, loss of use, or corruption of data or information (including Client Data).

12. Term and termination

    12.1 The Services shall commence on the Effective Date and shall continue for the initial Subscription Period and, thereafter, shall be automatically renewed for successive Subscription Periods, unless:

    • 12.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the current Subscription Period, or

    • 12.1.2 otherwise terminated in accordance with the provisions of these terms or any written Agreement; and the Subscription Periods together shall constitute the “Subscription Term”.

    12.2 Without affecting any other right or remedy available to it, the Supplier may terminate their Services to the Client with immediate effect by giving written notice to the Client if:

    • 12.2.1 the Client fails to pay any amount due on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

    • 12.2.2 the Client commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

    • 12.2.3 the Client repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these terms

    • 12.2.4 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

    • 12.2.5 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

    • 12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;

    • 12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client;

    • 12.2.8 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;

    • 12.2.9 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;

    • 12.2.10 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client's assets and such attachment or process is not discharged within 14 days;

    • 12.2.11 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive);

    • 12.2.12 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

    • 12.2.13 there is a change of control of the Client.

    12.3 On termination of the Subscription for any reason:

    • 12.3.1 all licences granted shall immediately terminate and the Client shall immediately cease all use of the Services

    • 12.3.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination shall not be affected or prejudiced; and

    • 12.3.3 any clauses which are intended to come into force on, or survive, termination shall remain in full force and effect.

13. Force majeure

    The Supplier shall have no liability to the Client under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), pandemic, epidemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Client is notified of such an event and its expected duration.

14. Variation

    The Supplier may modify these Terms and Conditions to reflect changes to the law, the Supplier’s business or the Services, or for any other reason it deems appropriate, acting reasonably. The Supplier shall notify the Client in writing of any significant changes to these Terms and Conditions.

15. Waiver

    No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

    Except as expressly provided in these terms the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

    17.1 If any provision or part-provision of these terms 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.

    17.2 If any provision or part-provision of these terms is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. Assignment

    18.1 The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms

    18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms

19. Notices

    19.1 Any notice required to be given under these terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address, or such other address as may have been notified by that party for such purposes, or sent by e-mail

    19.2 Any notice shall be deemed to have been received:

    • 19.2.1 if delivered by hand, on signature of a delivery receipt;

    • 19.2.2 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; and

    • 19.2.3 if sent by e-mail, at 9.00 am on the next Business Day after transmission provided that no bounce-back or failure of transmission notice is received.

20. Governing law

    These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims)