WTTB

Terms and Conditions

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1. About Us

1.1 WTTB Ltd, a company registered in England and Wales, company number (15097004), with its registered address at Unit 15 Thames Gateway Park, Chequers Lane, Dagenham, England, RM9 6FB (“us”, “our”, “we”, WTTB”). We operate the website https://wttb.co.uk/ (Website).

1.2 To contact us telephone our customer service team at 0330 333 2233 or email sales@wherethetradebuys.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 14.2.

2. Our contract with you

1.3 These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. If an individual is placing an order on your behalf, you confirm that individual has the necessary authority to bind you to any order and Contract.

1.4 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. No other terms and conditions (including, without limitation, any standard terms and conditions printed on the reverse of your purchase orders, quotations, invoices, booking forms or acknowledgements) shall form part of or be incorporated within any Contract.

1.5 Please read these Terms in full before you submit any order for Goods. Your attention is particularly drawn to clause 11.

1.6 These Terms and the Contract are made only in the English language.

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

2. Placing an order and its acceptance

2.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

2.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

2.3 After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted.

2.4 Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.

2.5 If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3. Our goods

3.1 The images of the Goods on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

3.2 The packaging of your Goods may vary from that shown on images on our site.

3.3 We reserve the right to amend the specification or description of the Goods if required by any applicable statutory or regulatory requirement.

3.4 Whilst we make every effort to produce Goods that match any specification or description set out in your order in all material respects, you accept that all sizes, capacities, dimensions and measurements referenced therein have a 2% tolerance.

3.5 The quality and/or resolution of any images, pictures, branding or other artwork displayed on the Goods shall vary and is entirely dependent upon the quality and/or resolution of Materials (as defined in clause 4.1 below) provided.

4. Content Rules

4.1 Any of artwork, content or other materials which you provide to us in connection with the printing and/or production of the Goods (“Materials”) must not:

(a) Be defamatory of any person.

(b) Be obscene, offensive, hateful or inflammatory.

(d) Promote sexually explicit material.

(e) Include child sexual abuse material.

(f) Promote violence.

(g) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

(h) Infringe any copyright, database right or trade mark of any other person.

(i) Be misleading or likely to deceive any person.

(j) Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

(k) Promote any illegal content or activity.

(l) Be in contempt of court.

(m) Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

(n) Be likely to harass, upset, embarrass, alarm or annoy any other person.

(o) Impersonate any person or misrepresent your identity or affiliation with any person.

(p) Give the impression that the Materials emanates from third party, if this is not the case.

(q) Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

(r) Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

(s) Contain any advertising or promote any services or web links to other sites.

4.2 Any Materials you provide in connection the Goods must:

(a) Be accurate (where it states facts);

(b) Comply with the law applicable in England and Wales and in any country from which the Goods are distributed.

4.3 We may at out sole discretion and without prejudice to any other rights we may have decline to print any Goods which we reasonably believe is in breach of our content rules set out in this clause 4 below or is otherwise objectionable to us.

5. Your obligations

5.1 You shall:

(a) co-operate with the WTTB in all matters relating to the production of the Goods; and

(b) provide to the WTTB in a timely manner all documents, information, items and materials in any form reasonably requested by WTTB in connection with the production of the Goods and ensure that they are accurate and complete.

5.2 If WTTB's performance of its obligations under a Contract is prevented or delayed by acts or omissions of you, your agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, WTTB shall be allowed an extension of time to perform its obligations equal to the delay caused by you.

6. Delivery, title and risk

6.1The available delivery option and methods of carriage of the Goods are chosen by us and will be displayed on the Website. If you require a different form of delivery, please contact customer service on 0330 333 22 33. Unfortunately, we do not deliver to addresses outside the UK.

6.2 We will contact you with an estimated delivery date. Whilst we will make reasonable efforts to comply with the estimate delivery date, any such dates are estimates only and WTTB shall not be in breach of any Contract for not meeting our estimated delivery dates. In the event of a significant delay in delivery, your sole remedy shall be limited as set out in clause 6.3 below.

6.3 If there is a significant delay in delivery or we otherwise fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

6.4 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.

6.5 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time irrespective of whether you (or someone on your behalf) is present to accept delivery of the Goods.

6.6 You own the Goods once we have received payment in full, including of all applicable delivery charges.

6.7 All Goods are carefully inspected and packed before delivery. We will not be liable for damage, loss or delay to the Goods during transit however caused and all claims by you regarding such damage, loss or delay should be made immediately to the carriers concerned.

6.8 Notwithstanding any other provision and without prejudice to our other rights, we reserve the right to suspend further deliveries of the Goods without notice or liability to you if you are in breach of your obligations under these Terms until any such breach is remedied by you.

7. Collection

7.1 We only permit collections of the Goods with prior notice and in mutual agreement with us.

7.2 Any agreed collections of the Goods will not take place before 8pm on the agreed collection date.

7.3 Please note that as part of the measures implemented to mitigate the impact of COVID-19, we have temporarily suspended all collections. We will review this policy regularly and update these terms if this changes.

8. Price of goods and delivery charges

8.1 The prices of the Goods will be as quoted on the Website at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 We may from time to time offer price discounts or offers to you. Any price discounts or offers and any requirements or limitations thereof will be as described on the Website. You may be required to include a discount code or take certain steps in order to benefit from the price discount or offer. It is solely your responsibility to take these steps.

8.3 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

8.4 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.

8.5 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process before you confirm your order. To check relevant delivery charges, please refer to the deliveries section in our Frequently Asked Questions.

8.6 We sell a large number of Goods through our Website. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a) where the Goods' correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Goods to you; and

(b) if the Goods' correct price is higher than the price stated on our Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9. How to pay

9.1 You can only pay for Goods using a debit card or credit card. We accept most major debit and credit cards. For more information, please refer to payment section in our Frequently Asked Questions.

9.2 Payment for the Goods and all applicable delivery charges is in advance.

9.3 Payment for the Goods shall be made at the time you make your order.

9.4 We will not dispatch your Goods unless payment has been made and securely received by in full.

10. Our warranty for the goods

10.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

10.2 We provide a warranty that on delivery, the Goods shall:

(a) subject to clause 3, conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship.

10.3 Subject to clause 10.4, if:

(a) you give us notice in writing within a 3 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 10.2;

(b) we are given a reasonable opportunity of examining the Goods; and

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

10.4 We will not be liable for breach of the warranty set out in clause 10.2 if:

(a) you make any further use of the Goods after giving notice to us under clause 10.3;

(b) the defect arises as a result of us following any drawing, design or specification supplied by you;

(d) you alter or repair the Goods without our written consent;

(e) the defect arises as a result of fair wear and tear, lack of care, wilful damage, negligence, abnormal storage or working conditions, incorrect use or any circumstances beyond our control; or

(f) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.

10.6 The terms implied by law, including sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.

11. Our liability: your attention is particularly drawn to this clause

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(d) any other liability that cannot be limited or excluded by law.

11.3 Subject to clause 11.2, we will under no circumstances be liable to you for:

(a) any loss of earnings, profits, sales, business, or revenue;

(b) loss of business opportunity; or

(d) loss of goodwill; or

(e) any indirect or consequential loss.

11.4 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with each Contract will in no circumstances the price of the Goods paid by you under the same Contract.

11.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law

12. Our Intellectual Property Rights in the Website

12.1 We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

12.2 You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to content posted on our Website.

12.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

12.4 Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.

12.5 If you print off, copy or download any part of our Website in breach of these terms of use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

13. Events outside our control

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you can either cancel the entire order and return any relevant Goods already received to us in exchange for a refund or you can keep any relevant Goods already received provided that you have paid for them and we will refund the price you have paid for any parts of the order you have not received.

14. Communications between us

14.1 When we refer to "in writing" in these Terms, this includes email.

14.2 Any notice or other communication given under or in connection with the Contract must be in writing and be:

(a) delivered personally, sent by pre-paid first-class post or other next working day delivery service: (i) in the case of WTTB (to its registered address as set out in clause 1.1); and (ii) in your case (to any postal address you supply to WTTB when making an order or otherwise); or

(b) email to: (i) in the case of WTTB (sales@wherethetradebuys.co.uk); and (ii) in your case (to any e-mail address you supply to WTTB when making an order or otherwise).

14.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15. General

15.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this Website if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

15.6 Governing law and jurisdiction. This Contract is governed by English law (including non-contractual matters) and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract (including non-contractual matters) to the exclusive jurisdiction of the English courts.

Loyalty Program Terms and Conditions

1.1 Points are earned for every complete £1 spent on all qualifying items before any applicable VAT. Note: VAT on orders is not included in points earned.

1.2 Points earned during the current calendar month will be awarded to your account on the first day of the following month.

1.3 Points will expire at the end of the month they were awarded if not redeemed.

1.4 Points can be redeemed against a portion or the entire balance of purchases.

1.5 Points cannot be earned against a purchase when that purchase is made with redeemed points.

1.6 Points cannot be exchanged for cash or transferred from one person or account to another unless specifically notified and agreed upon by us.

1.7 We reserve the right to vary the loyalty program available, the rate at which points will be allocated, or to cease to offer loyalty points without notice.

Content Licence

This licence governs the access to and use of the content available in the content library.

Please read this licence carefully paying particular attention to the liability provisions at clause 6. This licence shall be deemed accepted by clicking “accept” or otherwise gaining access to the content library. Where an individual is accepting this licence, the customer confirms that the individual is duly authorised to accept this licence on behalf of the customer and has authority to bind the customer as a party to this licence.

1. Interpretation

Account
an account which is individual to the Customer which is created for the purpose of accessing the Content Library.

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

Customer
the trading customer of Licensor who has been granted access to the Content Library by the Licensor (such requirements for access to be determined by the Licensor from time to time).

Customer Channels
any digital channels or media owned by or licensed to the Customer, including Customer’s websites.

Content
all text, graphics, images or other materials in whatever medium or form made available to the Customer via the Content Library.

Content Library
a library of Content stored by the Licensor.

Intellectual Property Rights
patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence
this licence agreement between the parties.

Licensor
WTTB Ltd, a company registered in England and Wales, company number (15097004), with its registered address at Unit 15 Thames Gateway Park, Chequers Lane, Dagenham, England, RM9 6FB.

Territory
United Kingdom.

Visitor
a visitor of the Customer Channels.

1.2 Clause headings do not affect the interpretation of this Licence.

1.3 References to clauses are (unless otherwise provided) references to the clauses of this Licence.

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

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

1.6 A person includes a corporate or unincorporated body (whether or not having separate legal personality).

1.7 Writing or written includes email.

2. Access to Content Library and Grant of licence

2.1The Customer may access the Content Library from time to time. The Content Library will contain Content which the Customer may download and use strictly in accordance with the terms of this Licence. The Licensor reserves the right to add or remove any Content from the Content Library from time to time.

2.2 During the term of this Licence, the Licensor grants to the Customer a revocable, non-exclusive, royalty-free, licence to reproduce, distribute, display and publish the Content in the Territory on the Customer Channels. For the purposes of this licence, the Customer shall only be taken to have used the Content in a particular jurisdiction where the Content or the Customer Channels are directed at that country. Access by a Visitor outside the Territory shall not constitute a breach of the licence terms in this Licence.

2.3 The rights granted under clause 2.2 are specific to the Customer and cannot be sub-licensed, transferred, assigned or otherwise granted to any third party.

2.4The rights granted under clause 2.2 are subject to any guidelines that may from time to time be established by the Licensor with respect to the Content.

2.5 The Licensor may request, for any reason, the removal of, or editorial revisions to, any of the Content that is published by or on behalf of the Customer. The Customer agrees to take appropriate remedial action with respect to any such request within 48 hours of receipt of such request.

3. Restricted Uses

3.1 The Customer shall not:

3.1.1Use the Content in a pornographic, defamatory or other unlawful manner;

3.1.2Use the Content in a manner which embarrasses, humiliates, degrades or undermines the reputation of any person;

3.1.3Use the Content in accordance with best practice in the Customer’s trade, industry or profession;

3.1.4Make any alterations to the Content other than is strictly necessary to upload the Content;

3.1.5Remove, obscure the view of or otherwise alter any third-party trade or service marks present on the Content;

3.1.6 Use the Content in any way that allows others to download, extract or redistribute Content;

3.1.7 Use the Content to create similar content or content which substantially derives from the Content;

3.1.8 Falsely represent that it is the author of the Content or any other content which made up of the Content; and

3.1.9 Include all or any part of the Content without proper attribution to the Licensor in the manner notified to the Customer from time to time, or without including the Licensor's copyright notice or any other notices the Licensor may require.

4. Accounts

4.1 Customers may be required to create an Account in order to access to the Content Library.

4.2 The Customer undertakes:

4.2.1 not to share the Account username, password or other Account information with any third party or grant any third party access to the Account;

4.2.2 to take measures to maintain the security and secrecy of the Account username, password, and other Account information;

4.2.3 to notify the Licensor immediately of any breach of security or unauthorised use of the Account that the Customer becomes aware of; and

4.2.4 to be solely responsible for all activity that occurs under the Account.

4.3 The Licensor reserves the right to monitor downloads and Account activity to ensure compliance with the terms of this Licence. If the Licensor reasonably suspects that the Customer is in breach of this Licence, it may suspend or terminate the rights granted in the Licence.

5. Warranties

5.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this Licence.

5.2 The Licensor makes no warranty that use of the Content (including any use of names, people, trademarks, trade dress, logos, designs, works of art or architecture depicted or contained in the Content) by the Customer will not breach any third party rights.

5.3 All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the Content which might otherwise be implied into this Licence or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

6. Limitation of remedies and liability

6.1 References to liability in this clause include every kind of liability arising under or in connection with this Licence including but not limited to liability in contract, tort (including negligence), misrepresentations, restitution or otherwise.

6.2 Nothing in this Licence shall operate to exclude or limit the Licensor's liability for any liability which cannot be excluded or limited under applicable law.

6.3 The Licensor shall not be liable under or in connection with this License or any collateral contract for any: loss of revenue; loss of actual or anticipated profits; loss of contracts; loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss.

6.4 The Licensor's aggregate liability arising out of or in connection with this Licence or any collateral contract shall in no circumstances exceed £1,000.

7. Intellectual property rights

7.1 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content shall remain with the Licensor. Save for as otherwise expressly stated in this Licence, nothing shall be construed to grant to the Customer any right, title or interest in or to the Content.

7.2 The Customer shall immediately notify the Licensor in writing giving full particulars, if there is any claim made or threatened that use of the Content infringes the rights of any third party. The Licensor shall decide what action, if any, to take and shall have exclusive control over, and conduct of, all such claims and proceedings.

8. Term and termination

8.1 This Licence shall commence when the Customer first accesses the Content Library and shall continue until terminated in accordance with clause 8.2.

8.2 Without affecting any other right or remedy available to it, the Licensor may terminate this Licence with immediate effect by giving written notice to the Customer if:

8.2.1 the Customer commits a breach of any term of this Licence or any other contract with the Licensor and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

8.2.2the Licensor reasonably believes that continuing to supply the Content Library or Content risks harming, damaging or otherwise undermining the reputation or the Licensor;

8.2.3 the Licensor no longer wishes to make the Content Library or Content available to the Customer;

8.2.4 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

8.2.5the Customer’s financial position deteriorates so far as to reasonably justify the opinion of the Licensor that the Customer’s ability to give effect to the terms of this Licence or any collateral contract is in jeopardy.

8.3On termination of this Licence:

8.3.1any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect; and

8.3.2 the Customer shall:

(a) no longer be entitled to access the Content Library;

(b) immediately cease use of the Content; and

(c) promptly certify the erasure of the Content from all of the Customer's computer and communications systems and devices used by it, including such systems and data storage services provided by third parties.

9. Force majeure

The Licensor shall not be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

10.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Licence. 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 10.1; and

10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Licence.

11. Notices

11.1 Any notice given to a party under or in connection with this Licence shall be in writing and shall be:

11.1.1 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

11.1.2 sent by email to the address made known to each party when creating an Account.

11.2 Any notice or communication shall be deemed to have been received:

11.2.1 if delivered by hand, at the time the notice is left at the proper address;

11.2.2 if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or

11.2.3 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 11.2.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.3 This clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12. Assignment

The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under this Licence without the prior written consent of the Licensor. The Licensor may assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with its rights under this Licence without consent, provided that it gives advance notice to the Customer.

13. Entire agreement

13.1 This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2 Each party acknowledges that it shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.

14. Third party rights

14.1 This Licence does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

15. Variation, waiver and rights and remedies

15.1 No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.2 No failure or delay by a party to exercise any right or remedy provided under this Licence 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.

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

16. Severance

16.1 If any provision or part-provision of this Licence 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 this Licence.

16.2 If any provision or part-provision of this Licence is deemed deleted, 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.

17. Governing law

This Licence and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation are governed by and construed in accordance with the law of England and Wales.

18. Jurisdiction

The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Licence or its subject matter or formation.