TERMS OF WEBSITE USE

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website www.whatsnextforme.co.uk (our site), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

INFORMATION ABOUT US

www.whatsnextforme.co.uk is a site operated by What’s Next For Me? Limited ("We"). We are registered in England and Wales under company number 07476018 and have our registered office at 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our main trading address is 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our VAT number is 106553433.

We are a limited company.

ACCESSING OUR SITE

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You acknowledge that, where we do not own any of the materials, your use of rights of such materials is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.

You may print off a reasonable number of copies, and may download extracts, of any page(s) from our site for your own personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way except of permitted in accordance with the services we have agreed to provide to you in accordance with our terms and conditions of supply, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

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

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

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

RELIANCE ON INFORMATION POSTED

Our policy is to conduct our business at all times in a professional manner. We endeavour to maintain material up to date and to develop our services to meet subscribers’ needs. However, commentary and other materials posted on our site are not intended to amount to definitive or complete advice on which reliance should be placed. You assume sole responsibility for results obtained from the use of the materials by you, and for conclusions drawn from such use. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

OUR SITE CHANGES REGULARLY

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

OUR LIABILITY

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
• Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

TRANSACTIONS CONCLUDED THROUGH OUR SITE

Contracts for the supply of services and/or information formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.

UPLOADING MATERIAL TO OUR SITE

Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.

VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, 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 site or to your downloading of any material posted on it, or on any website linked to it.

LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make any use of material on our site other than that set out above, please address your request to office@whatsnextforme.co.uk.

LINKS FROM OUR SITE

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

JURISDICTION AND APPLICABLE LAW

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their 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.

VARIATIONS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

YOUR CONCERNS

If you have any concerns about material which appears on our site, please contact office@whatsnextforme.co.uk.

Thank you for visiting our site.

Acceptable Use Policy

This acceptable use policy sets out the terms between you and us under which you may access our website www.whatsnextforme.co.uk (our site). This acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.

www.whatsnextforme.co.uk is a site operated by What’s Next For Me? Limited ("We"). We are registered in England and Wales under company number 07476018 and have our registered office at 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our main trading address is 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our VAT number is 106553433.

PROHIBITED USES

You may use our site only for lawful purposes.

You may not use our site:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as outlined below.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
• Not to access without authority, interfere with, damage or disrupt:
• - any part of our site;
• - any equipment or network on which our site is stored;
• - any software used in the provision of our site; or
• - any equipment or network or software owned or used by any third party.

INTERACTIVE SERVICES

We may from time to time provide interactive services on our site, including, without limitation Chat rooms and Bulletin boards (“Interactive services”).

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

CONTENT STANDARDS

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts).
• Be genuinely held (where they state opinions).
• Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trade mark of any other person.
• Be likely to deceive any person.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
• Give the impression that they emanate from us, if this is not the case.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse

SUSPENSION AND TERMINATION

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our site.
• Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

CHANGES TO THE ACCEPTABLE USE POLICY

We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

Terms and Conditions of Supply

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services listed on our website www.whatsnextforme.co.uk (our site) to you or any online services we have agreed to supply to you in writing. Please read these terms and conditions carefully before using our site. You should understand that by using our site, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please understand that if you refuse to accept these terms and conditions, you will not be able to use of site and/or any of the Services offered on the same.

Information about us

www.whatsnextforme.co.uk is a site operated by What’s Next For Me? Limited ("We"). We are registered in England and Wales under company number 07476018 and have our registered office at 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our main trading address is 29 Regent House Princes Court Beam Heath Way Nantwich Cheshire England CW5 6PQ. Our VAT number is 106553433.
Note the disclaimers in clause 8 and the limitations on liability in clause 9.

1. DEFINITIONS

You or Your: The party entering into this agreement with us by paying the Subscription Fee and accepting these terms. Where the context so requires, You or Your includes your Authorised Users.

Us, We, or Our: What’s Next For Me? Limited.

Assignments: any assignments provided by us based on the Services.

Authorised Users: any person in the business unit or units that we have agreed with you is or are to benefit from the subscription.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.

Services: Material relating to a service or services on our web-site or sent to you by e-mail or by any other means and services shall include where applicable Hosting Services and provision of Know-How, as the context requires.

Services: the services we provide to allow you to access and use interactive services on our website.

Know-how: know-how provided by us to you under this agreement (including, but not limited to, answers to queries).

Software: Any software we may or our suppliers may provide to you which enables you to use the Services, including data schemas, data models, databases and the like.

Subscriber Data: The data input by you (and anyone authorised by you) for use in conjunction with the Know-how. Subscriber Data includes your annotations to the Know-how, which are maintained via the Hosting Services.

Subscription Fee: The subscription fee for any Service to be provided under this agreement, as specified in our invoice relating to this agreement or where the context so requires the subscription fee detailed on our Website which you have agreed to pay or have paid.

Subscription Period: The period in respect of which a Subscription Fee is payable for any Service.

2. AUTHORITY AND LICENCE FOR USE OF KNOW-HOW

2.1 We authorise you to use the Service for the purpose of completing the Assignments and we authorise you and your Authorised Users to use the Know-how on condition that (a) you comply with your obligations under this agreement; and (b) the Subscription Fee is paid.

2.2 This authority and licence starts when you enter into this agreement and ends

(a) if the Subscription Period expires without you agreeing to renew this agreement on the terms and Subscription Fee then applying; or

(b) if this agreement is terminated under clause 10.

2.3 You may only use the material on our site including material containing Know-how in accordance with our Terms of Website Use.

3. AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES

3.1 We hereby grant you on the terms and conditions of this agreement a non-exclusive, non-transferable licence to access the Software through the Hosting Services and to use the Software solely for your own purposes (and for the avoidance of doubt, nothing in this agreement grants to you any rights whatsoever in or relating to the source code of the Software);

3.2 You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities and you must always act in accordance with our Terms of Website use and Acceptable Use policy;

3.3 You shall not:

(a) attempt to duplicate, modify, disclose or distribute any portion of the Software; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

(c) use the Software or Hosting Services to provide hosting services to third parties, without our prior written consent; or

(d) transfer, temporarily or permanently, any rights or obligations under this agreement, or

(e) attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.

3.4 We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under the terms of this agreement.

4. TERMS OF USE OF THE SERVICES

4.1 You may:

(a) search, view, copy, print out and use material from the Services for the purpose of completing Assignments in your own name;

(b) bookmark or link to any part of the Services;

(c) access the Services while away from your principal place of work, provided your principal place of work is one of the sites of the organization responsible for paying the Subscription Fee.

4.2 We may make such amendments to these terms, the Services and the Assignments as in our sole discretion may be necessary or appropriate.

5. YOUR OBLIGATIONS

5.1 You will comply with and if appropriate you will take reasonable steps to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:

(d) copy, print out or otherwise reproduce any material relating to part of the Services, except as permitted under this agreement or authorised by us in writing;

(e) make any part of the Services available to anyone, except as permitted under this agreement or authorised by us in writing;

(f) Subject to clause 5.3 below, alter any part of the Services; or

(g) purport to assign or otherwise dispose of your rights under this agreement.

5.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Services using accounts created with your username and password.

5.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Software, the Know-how and the Services. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Know-how, Services or any related documentation.

5.4 You are solely responsible for the appropriate use and adaption of our Know-how for your own use.

5.5 Subject to clause 6 (Our obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse of the Software or Services, provided that:

(a) you are given prompt notice of any such claim;

(b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

(c) you are given sole authority to defend or settle the claim.

5.6 You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 6.5, you should use your own virus protection software.

5.7 By submitting any individual's personal information to us or our affiliates, service providers and agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy .

6. OUR OBLIGATIONS

6.1 We warrant that you will not infringe any third party intellectual property rights by using the Know-how and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Know-how infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made. This warranty and indemnity are unlimited.

6.2 In relation to any part of the Software owned by us we shall defend you against any claim that your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

(a) we are given prompt notice of any such claim;

(b) you provide reasonable co-operation in the defence and settlement of such claim, at our expense; and

(c) we are given sole authority to defend or settle the claim.

6.3 In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to you. We shall have no liability if the alleged infringement is based on:

(a) a modification of the Software by anyone other than us; or

(b) your use of the Software in a manner contrary to the instructions given to you by us; or

(c) your use of the Software after notice of the alleged or actual infringement from us or any other person.

6.4 The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

6.5 We will take reasonable steps to ensure that Software and data files we supply to you as part of the Service are virus-free.

6.6 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).

6.7 We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.

6.8 We undertake no obligation to respond to queries.

7. CONFIDENTIALITY

7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party's lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

7.2 Subject to clause 7.2, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

7.3 Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this agreement.

7.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).

7.5 You acknowledge that the Software is our Confidential Information.

7.6 We acknowledge that the Subscriber Data is your Confidential Information.

7.7 We shall not be required to keep confidential any information provided to us by you for the purpose of our answering queries and may publish any answer in the same way as any other Know-how and (for the avoidance of doubt) will not be obliged to comply with any request to restrict its availability.

7.8 This clause shall survive termination of this agreement, however arising.

8. DISCLAIMER

8.1 We give you no warranty or assurance, except as set out in clause 5 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law

8.2 Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain Know-how up to date and to develop our Services to meet subscribers’ needs. However, you should note in particular:

(a) We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Know-how (including answering a query) is either sufficient or appropriate for any particular actual circumstances.

(b) Answers to queries may be prepared entirely from our existing Know-how

(c) We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.

(d) We may change part or all of any Service at our discretion.

9. LIABILITY

9.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:

(a) any breach of this agreement;

(b) any use made by you of the Services or the Software or any part of them; and

(c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.

9.2 Except as expressly and specifically provided in this agreement and particularly clause 6.1:

(a) you assume sole responsibility for results obtained from the use of the Software and the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and

(b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

9.3 Nothing in this agreement excludes our liability:

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

(b) for fraud or fraudulent misrepresentation.

9.4 Subject to clause 6.1 and clause 9.3 above:

(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and

(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to three times the price paid for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.

9.5 Under this clause, "our liability" includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

9.6 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.

10. TERMINATION

10.1 Without prejudice to and in addition to any rights of termination contained within our Terms of Website Use and Acceptable Use Policy this agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Subscription Fee.

10.2 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate;

(b) subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Software and the Know-how from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Know-how. You are not required to delete or destroy printouts containing Know-how that were made prior to termination, or copies of such printouts;

(c) we may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable commercial efforts to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and

(d) termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

11. GENERAL PROVISIONS

11.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.

11.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

11.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

11.4 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

11.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.6 This agreement, the Subscription Fee invoice and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.

11.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the English Courts.