These Terms and Conditions (the “Terms”) constitute a legal agreement between you and hyble governing the use of our website and services. The terms “you”, “your”, “user,” or “customer” shall refer to any individual or entity who accepts these Terms, has access to your account, or uses the Services.
1. ABOUT US
1.1. We are Hyble LTD of 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (“hyble”, “we”, “us”, or “our”).
1.2. We operate www.hyble.co and www.hyblehost.com (our “website”).
1.3. To contact us, please email using info@hyble.co with “Terms of Service” in the subject line.
1.4. These Terms were last updated on Wednesday, 30th of October 2024, and are the current and valid version.
2. ACCEPTANCE
2.1. The use of our Services is governed exclusively by these Terms, unless otherwise contractually agreed in individual cases. Any deviating terms and conditions of the users are expressly rejected.
2.2. You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the website, and you must discontinue use immediately.
2.3. Your agreement to comply with and be bound by these Terms is deemed to occur upon your first use of the Services. If you do not agree to be bound by these Terms, you should stop using the Services immediately.
3. GENERAL TERMS
3.1. We may change these Terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services.
3.2. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive, and non-transferable licence to use our Services on these Terms.
3.3. We reserve the right to change, modify, suspend, or discontinue any portion of the Services, our website or any other products, affiliated websites (including social media pages), and/or other software provided by us in connection with any of the foregoing at any time.
3.4. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
3.5. Supplemental terms or documents that may be posted on the website from time to time are hereby expressly incorporated herein by reference.
3.6. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised terms and conditions by your continued use of the Services after the date such revised terms and conditions are posted.
4. SCOPE
4.1. These Terms apply to all services provided by us. We provide all Services exclusively on the basis of these Terms. This shall apply in particular even if the customer imposes terms and conditions that are contrary to or deviate from these Terms.
4.2. Supplementary terms and conditions, additional special terms and conditions as published by us on our website equally apply.
4.3. If we process personal data for you as a processor in accordance with Part 3 Chapter 4 of the UK`s Data Protection Act (“DPA”) and Chapter 4 of the General Data Protection Regulation (“GDPR”), then our Data Processing Addendum also applies in addition to these Terms. For further information, please refer to our Data Processing Addendum.
5. SERVICES
5.1. The features and details of the services governed by these Terms are described on the product pages of our website or any order form used to select the Services (Order) as of the Effective Date. We may modify the services we offer from time-to-time. Should the relevant product page change subsequent to the Effective Date, we have no obligation to modify the Services to reflect such a change. The services and products provided to you by us, as described on the relevant product pages, are referred to as the “Services.”
5.2. Certain aspects of the Services are provided by third parties. These third parties may have reserved the right to make changes, including material changes, to the services provided by them. We will use commercially reasonable efforts to inform you of those changes. You may terminate this agreement if such a change materially affects the Services.
6. USE OF THE SERVICES
6.1. You must provide us with (and keep current) accurate contact information to allow us to contact you. This includes, but is not limited to, email addresses and telephone contacts. It is your responsibility to ensure that the email address on file is up to date at all times. We are not responsible for any claim, damages, fees, or otherwise as a result of an account being terminated or suspended due to inaccurate or unusable contact information. Providing false contact information of any kind may result in termination of your account.
6.2. The Services are designed for lawful use only. It is your responsibility to fully understand and comply with all applicable laws.
6.3. Your use of the Services must be reasonable. You may not place excessive burdens on our systems, networks, and/or other resources, including without limitation our CPUs and servers; or interfere with the services we provide to other customers. You may not use excessive bandwidth. You agree that we may place restrictions on your use of the Services to the extent that they exceed the use of the Services by similarly-situated customers.
6.4. You agree to cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information, and ensuring that you, your employees and/or agents have sufficient technical expertise to understand how to implement the Services.
6.5. Upon termination or expiration of these Terms, your account will be closed. We have no responsibility to forward email or other communications for you once your account is closed. You are encouraged to keep the Service active during a transition period should you seek to forward your email or other communications.
7. USER REPRESENTATIONS
7.1. By using the Services, you represent and warrant that:
7.1.1. you have the legal capacity, and you agree to comply with these Terms;
7.1.2. you are not under the age of 18;
7.1.3. you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise;
7.1.4. you will not use the Services for any illegal or unauthorised purpose; and
7.1.5. your use of the Services will not violate any applicable law or regulation.
7.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use or access to the Services (or any portion thereof).
8. USER ACCOUNT
8.1. By registering for an account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our website, you agree and acknowledge that:
8.1.1. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
8.1.2. you shall ensure that all users of your account abide by these Terms.
8.2. You are responsible for maintaining the confidentiality of your account, and you are responsible for all activities that occur under your account.
8.3. You agree that all actions carried out by any person through your account shall be deemed to be an act carried out by you.
8.4. We are not responsible for any loss, damage, or liability arising as a result of or in connection with the wrongful, fraudulent, or illegal use of your account.
8.5. We reserve the right to, without any notice, explanation, or liability, and in our sole discretion, refuse to allow you or suspend your access to our website or your account at any time, or remove or edit content on our website.
8.6. We reserve the right to change, modify, suspend, or discontinue any portion of the Services, our website, or any services provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
9. TERM
9.1. The “Effective Date” of these Terms will be the date we begin providing the Services to you.
9.2. These Terms will begin on the Effective Date and continue for the term set out on Order (“Initial Term”). After the expiration of the Initial Term, these Terms will renew for successive periods of equal length (“Renewal Term”). If the Order does not contain an Initial Term, the Initial Term shall be one month.
10. TERMINATION
10.1. We may terminate these Terms and/or suspend or cancel any Services by providing written notice to you no later than 7 days before the expiration of the Initial Term or any Renewal Term.
10.2. We reserve the right to immediately terminate these Terms and suspend or cancel any Services: (i) for a violation of any of our policies, including those incorporated by reference; and/or (ii) your failure to pay Fees when due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights.
10.3. We may also terminate these Terms upon the occurrence of a material breach, which has not been cured by you within ten days of your receipt of written notice of the breach. Notices of material breach must contain sufficient detail to allow you to identify the breach and attempt to take corrective action.
10.4. You may terminate these Terms and/or suspend or cancel any Services by providing notice to us no later than thirty days before the expiration of the Initial Term or any Renewal Term.
10.5. You may terminate these Terms or cancel Services upon the occurrence of a material breach, which has not been cured by us within 10 days of our receipt of notice of the breach.
10.6. Notices of material breach must contain sufficient detail to allow us to identify the breach and attempt to take corrective action.
10.7. Notice that you send to us shall be by means of creating a service ticket via the Support Helpdesk and requesting cancellation or per e-mail using info@hyble.co with “Support Helpdesk” in the subject line.
10.8. Note that cancellation may take up to two (2) business days to be effective; provided that you notified us properly in accordance with the preceding clause, your services will be cancelled on the next due date.
11. PAYMENT
11.1. You are responsible for the fees and charges set out in your Order, or those fees and charges of which we otherwise notify you prior to billing you (Fees). The date on which Fees are due is the due date (“Due Date”). If the Order does not set out a Due Date, the Fees will be due monthly. Setup fees associated with the opening of the customer’s account or future upgrades are one-time fees; set up fees are not refundable for any reason. Fees for services are charged in advance and must be paid prior to the period during which services will be rendered, or within 3 days after the due date on the relevant invoice. Unless we are running a promotion, we will not discount the price or provide anything more or less than what the customer signed up for, unless you upgrade your plan by speaking with a customer service representative.
11.2. Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date. You must pay the Fees without set off or deduction. It is your responsibility to ensure that we receive payment of the Fees. Fees will be considered paid on the date your financial institution makes funds available to us. In the event of a delinquency for any reason, in addition to any other remedies we may have, a late fee of up to 10% of the delinquent amount may be applied to your account and must be paid (in addition to any arrearage) to bring your account current and prevent any further remedial action by us. Should your account be suspended for any reason other than our breach of these Terms, Fees will continue to accrue.
11.3. If we suspend or terminate your use of the Services because you have violated these Terms, or any of the agreements, policies, or regulations incorporated into it, we will not provide you with a refund or credit. Our Service Level Agreement does not apply to disruptions to your use of the Services because of such a violation. You agree to hold us harmless from any claims that such a disruption has caused damage to you or a third party, regardless of whether you informed us of the possibility of such damage.
11.4. If the Fees are not paid by you, your account will be considered delinquent. To reinstate your account if Services are suspended or cancelled, you will be required to pay, depending on the reason for the delinquency: (i) interest as allowed by law and any late fee that we may assess; (ii) collection charges, including attorney’s fees; and/or (iii) any fees levied on us by our financial institution. You may also be required to pay, in our discretion, the amount of any fee that we incur in the event your financial institution does not honour payment.
11.5. You may choose to purchase certain products and services that are provided by other parties through us (Third Party Services). Fees for the Third Party Services may not appear on our invoices on the month on which they are delivered. You agree to pay for these Third Party Services regardless of the length of time elapsed between their delivery date and the date on which you are charged.
11.6. If you believe there is an error in your invoice, you must contact us in writing as provided in these Terms. Our obligation to consider your claim is contingent on your providing us with written notice of this dispute and including sufficient facts for us to investigate your claim. We must receive this notice at least five days prior to the Due Date (“Dispute Deadline”). You waive your right to dispute any charges or Fees if you fail to meet the Dispute Deadline. If we find that your claim is valid, we will credit your account on your next invoice.
12. CHARGEBACKS, PAYPAL DISPUTE OR SECTION 75 CCA 1974 CLAIMS
You agree to contact us prior to raising a request for a chargeback or any dispute with your bank or card issuer or PayPal in relation to any purchase. If you make a payment through and later dispute a legitimate charge by raising a chargeback or PayPal Dispute without merit or legitimate reason (as determined in our sole discretion), whether fraudulently or otherwise, then we reserve the right to blacklist you by providing compelling evidence to refute your invalid chargeback or PayPal Dispute request and/or pursue legal action as the case may be.
13. SERVICE DATA
13.1. If you wish to use our website and Services, we process the data you provide which may include Personal Data, and Special Category Data as defined in the DPA and the GDPR or non-personal data of you, your employees and your clients or service users that you make available to us (“Service Data”).
13.2. You shall own all rights, title and interest in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of your Service Data.
13.3. If we process any of your Service Data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
13.3.1. you acknowledge and agree that your Service Data may be transferred or stored outside the UK/EEA or the country where you and the Users are located in order to carry out the Services and our other obligations under these Terms.
13.3.2. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;
13.3.3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
13.3.4. We shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and
13.3.5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction, or damage.
14. ACCEPTABLE USE POLICY
14.1. You may use our Services only for lawful purposes.
14.2. You may not use our Services:
14.2.1. in any way that breaches any applicable local or international laws or regulations;
14.2.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
14.2.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing Terms of Service as amended from time to time; and
14.2.4. 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 device code designed to adversely affect the operation of any device software or hardware.
14.2.5. to promote any unlawful activity.
14.2.6. for the purpose of harming or attempting to harm minors or any other person in any way.
14.2.7. for using your services in a way intended to harm our network, operations, business, equipment, websites, or systems, or the reputation of our company or any other person or entity (including any denial of service and similar attacks).
14.2.8. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam). Maintaining an open SMTP (Simple Mail Transfer Protocol) relay is also prohibited.
14.2.9. to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (phishing).
14.2.10. to transmit knowingly any data, send or upload any material that contains viruses or disabling code including trojan horses, worms, time-bombs, ransomware, 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.
14.2.11. to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing.
14.2.12. to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person.
14.3. You also agree:
14.3.1. not to reproduce, duplicate, copy or re-sell any part of our Service in contravention of the provisions of our Terms; and
14.3.2. not to access without authority, interfere with, damage or disrupt:
14.3.3. any part of our Services;
14.3.4. any equipment or network on which our Services are stored;
14.3.5. any software used in the provision of our Services; or
14.3.6. any equipment or network or software owned or used by any third party.
15. COMMUNICATION STANDARDS
Any data, information or communication made on or using the Services by any person must conform to appropriate and lawful standards of accuracy, decency, and lawfulness, which shall be applied in our discretion, acting reasonably. In particular, you warrant and undertake that any data and each such communication shall at all times be:
15.1.1. Submitted lawfully and without infringement of any Intellectual Property Rights of any person;
15.1.2. Free of any virus (at the point of entering our systems);
15.1.3. factually accurate;
15.1.4. provided with all necessary consents of all relevant third parties;
15.1.5. not defamatory or likely to give rise to an allegation of defamation;
15.1.6. not obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory, or deceptive;
15.1.7. not abusive, threatening, offensive, harassing or invasive of privacy;
15.1.8. not racist, sexist of xenophobic;
15.1.9. not liable to offend religious sentiments or deeply held beliefs; and
15.1.10. unlikely to cause offence, embarrassment, or annoyance to any person.
16. HIGH RESOURCE USAGE POLICY
16.1. In the rare circumstances that a user utilises our server resources to such an extent that it may jeopardise server performance and resources for other users then we reserve the right to implement the following High Resource User Policy at our sole discretion:
16.2. Where a service is delivered with bandwidth restrictions and/or limitations we reserve the right at our sole discretion to charge you for excess bandwidth used however caused.
16.3. Resources are defined as bandwidth, processor utilisation or disk space;
16.4. We reserve the right to suspend or terminate any Services immediately in order to prevent the misuse of our servers and to maintain maximum availability for other users. You may be offered alternate hosting options including us hosting the Services for an additional fee.
17. PROVIDING CONTENT
17.1. You shall be solely responsible for your data, information, or communication made on or using the Services (“Content”) and the consequences of posting or publishing it.
17.2. You irrevocably and unconditionally represent and warrant that any of your Content uploaded to our Services complies with applicable laws.
17.3. You are fully responsible for your Content uploaded to our Services. We will not be responsible or liable to any third party for:
17.3.1. the Content or accuracy of any Content or data uploaded or produced by you using the Services; or
17.3.2. the loss of any Content or data uploaded or produced by you using the Services. You should keep a record of all such Content and data.
17.4. We will only use the Content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in these Terms, and any other purpose expressly set out in these Terms or otherwise agreed between us. We will not otherwise disclose or distribute the Content or data uploaded or produced by you using the Services, save for when required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
17.5. We may use the Content or data uploaded or produced by you using the Services for the purpose of data analytics or to further develop our Services, Content for marketing and promotional reasons on socials and ads, etc., or machine learning. Any such Content shall be anonymised and used only for the purposes of improving the Services and our response to users of our website and Services.
17.6. We have the right to disclose your identity to any third party claiming that any Content or data uploaded or produced by you to our Services constitutes a violation of their rights under applicable law.
17.7. you state that the following facts are accurate about your Content:
17.7.1. you grant, and you represent and warrant that you have the right to grant, to us, an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and licence to host, use, copy, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Content for the purpose of providing our Services to you, such Contributions, and grant and authorise sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
17.7.2. you own or control all rights in and to the Content and have the right to grant the licence granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns;
17.7.3. your Content do not and will not infringe, violate, or misappropriate another person’s rights, including any copyright, service mark, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
17.7.4. your Content do not and will not defame or disparage another person;
17.7.5. your Content include no viruses, adware, spyware, worms, or other harmful or malicious code; and
17.7.6. your Content otherwise comply with these Terms and applicable law.
17.8. You acknowledge that you are responsible for any Content you post, and you, not us, have full responsibility for that Content, including its legality, reliability, accuracy, and appropriateness. We are not liable to any person for the Content or accuracy of any Content posted by you or any other user. We use reasonable security measures to try to protect Content against unauthorised copying and distribution. However, we do not guarantee that any unauthorised copying, use, or distribution of Content will not occur. To the fullest extent allowed by applicable law, we will not be liable to you for any unauthorised copying, use, or distribution of your Content by third parties, and you hereby release and forever waive any claims you may have against us for any such unauthorised copying or use of the Content, under any equitable or legal theory. We provide the security measures “as is” and with no warranties, guarantees, conditions, or assurances that those security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements, or other circumvention of those security measures.
18. BACKUPS
You acknowledge that there is a risk that Content may be irretrievably damaged or lost if there is a fault or on suspension or termination. It is your responsibility to make frequent back-ups of all such Content that you wish to save.
19. SUSPENSION
19.1. We will determine, in our discretion, whether there has been a breach of these Terms through your use of our Services.
19.2. When a breach of these Terms has occurred, we may take such action as we deem appropriate.
19.3. Failure to comply with these Terms constitutes a material breach of these Terms upon which you are permitted to use our website, and may result in our taking all or any of the following actions:
19.3.1. immediate temporary or permanent cancellation of your right to use our website;
19.3.2. immediate temporary or permanent removal of any content n;
19.3.3. issuance of a warning to you;
19.3.4. 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;
19.3.5. further legal action against you; and/or
19.3.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
19.4. We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
20. LICENCES AND INTELLECTUAL PROPERTY
20.1. We grant to you a non-exclusive, non-transferable, worldwide, royalty-free licence to use technology provided by us solely to access and use the Services. This licence terminates on the expiration or termination of these Terms. Except for the licence rights set out above, this licence does not grant any additional rights to you. All right, title and interest in our technology shall remain with us, or our licensors. You are not permitted to circumvent any devices designed to protect our ownership interests, or our licensor’s ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.
20.2. You grant us, and any third parties used by us to provide the Services, a non-exclusive, non-transferable, worldwide, royalty free licence to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, your users, in conjunction with the Services. This licence terminates on the expiration or termination of these Terms. All right, title and interest in your technology shall remain with you, or your licensors.
21. YOUR REPRESENTATIONS AND WARRANTY
21.1. You represent and warrant to us that:
21.1.1. you have the experience and knowledge necessary to use the Services;
21.1.2. you will provide us with material that may be implemented by us to provide the Services without extra effort on our part; and/or
21.1.3. you have sufficient knowledge about administering, designing and operating the functions facilitated by the Service to take advantage of the Service.
21.2. You expressly warrant that you own the entire right, title, and interest to, or have an appropriate licence to use, all materials provided to us, or which may be accessed or transmitted using the Services. You also warrant that, to the extent you do business with other parties using the Services, that they have the same ownership interests in the materials provided to you, or accessed via you, that are set out in this paragraph.
22. DISCLAIMERS
22.1. All services are provided on an as-is and as-available basis. Other than as expressly set out in these Terms, we have not, and do not, make any warranties whether express or implied. This disclaimer includes, but is not limited to, the warranties of non-infringement, fitness for a particular purpose, merchantability, and title. We do not warrant that the services will be uninterrupted, error-free, secure or free from viruses or other harmful components. We are not liable, and expressly disclaim any liability for, the content of any data transferred either to, or from, you or stored by you or any of your users via the services provided by us. We specifically disclaim any and all warranties regarding services provided by third parties, regardless of whether those services appear to be provided by us. No warranties made by these third-party entities to us shall be passed through to you, nor shall you claim to be a third-party beneficiary of such warranties.
22.2. This warranty disclaimer extends to any oral or written information you may have received from us, our employees, third-party vendors, agents or affiliates. You may not rely on such information.
22.3. Some jurisdictions do not allow us to exclude certain warranties. If this applies to you, the warranty disclaimer applies to the greatest extent allowable by applicable law.
23. AVAILABILITY
23.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our Services will be available 95% of the time and will not be liable in the event our Services are unavailable.
23.2. You acknowledge that availability of our Services depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours.
24. TECHNICAL REQUIREMENTS AND RESPONSIBILITY
24.1. Users are responsible for ensuring that the technical requirements for access to and use of the respective services are met.
24.2. This applies in particular to the hardware and operating system software used, the connection to the Internet, the firewall settings (if any), and the current browser software. The user shall carry out necessary and reasonable adjustment measures himself/herself and shall bear the costs for the Internet connection in order to be able to access the services.
24.3. hyble does not guarantee that the services offered can actually be used with the user's device.
25. NO RELIANCE ON INFORMATION
25.1. Commentary and other materials posted on our website are not intended to amount to advice on which reliance should be placed; they are there for guidance purposes only.
25.2. hyble makes no representations, warranties, or guarantees, whether expressed or implied, that the content on the website is accurate, complete, or up-to-date.
26. CORRECTIONS
There may be information on the website that contains typographical errors, inaccuracies, or omissions that may relate to the website, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the website at any time, without prior notice.
27. SERVICE LEVELS AND SUPPORT
27.1. We shall render all commercially reasonable efforts to provide technical support to assist you in using our Services as set out in our Service Level Agreement. The total amount of technical support provided by us shall be governed under the fair use principle.
27.2. We have no obligation to provide any support:
27.2.1. for anything other than our Services;
27.2.2. if you or a third party has altered or modified any portion of the Services;
27.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us;
27.2.4. to anyone other than you.
28. END OF LIFE
We reserve the right to End-Of-Life (EOL) the Service at our sole discretion and shall provide 3 months notification of such EOL event. If you prepaid fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the Service availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Services.
29. SUBMISSIONS
29.1. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the website (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you.
29.2. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
30. LIMITATION OF LIABILITY
30.1. We are not liable for the completeness, accuracy, or correctness of any information and any related content in our Services and on our website. You expressly agree that your use of the Services and our website, including reliance on any content and information, is at your sole risk.
30.2. You agree not to use the Services, our website, and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our website, or any other website or software) for:
30.2.1. loss of profits, sales, business, or revenue;
30.2.2. business interruption;
30.2.3. loss of anticipated savings;
30.2.4. loss or corruption of data or information;
30.2.5. loss of business opportunity, goodwill or reputation; or
30.2.6. any other indirect or consequential loss or damage.
30.3. Nothing in these Terms shall limit or exclude our liability for:
30.3.1. death or personal injury resulting from our negligence;
30.3.2. fraud; and/or
30.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
30.4. Our Service is not intended to serve a record-keeping function, and we shall not be liable for any loss of data or content. You acknowledge that it is your responsibility to keep back-up copies of your data. We are not responsible for any loss of data, for any reason. We are not liable for unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on our network.
30.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our website. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services and our website which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
31. INDEMNITY
You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default, or omission, whether in your use of our website, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.
32. FORCE MAJEURE
32.1. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labour disputes, shortages of supplies, riots, war, fire, epidemics, failure of telecommunication carriers, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.
32.2. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event less than ten days from the beginning of the event.
33. OTHER IMPORTANT TERMS
33.1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
33.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
33.3. No joint venture, partnership, agency, or employment relationship has arisen by reason of these Terms.
33.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
33.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
33.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
33.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the laws of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such disputes or claims. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
