VIRTUAL FREEDOM ACADEMY LIMITED (T/A BUZZCUBE)
VIRTUAL FREEDOM ACADEMY LIMITED (T/A BUZZCUBE)
1.
Interpretation
The definitions and rules of interpretation in this clause apply in these Conditions.
1.1
Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are closed for business.
Card Fees: any payment processing fees that may be incurred by VFA when it charges the Customer’s credit or debit card.
Conditions: these conditions from clause 1 (Definitions) to clause 24 (Jurisdiction) inclusive.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.1.
Contract: the agreement between the parties for the provision of the Services and/or the Deliverables in accordance with these Conditions.
Contract Year: a 12 month period commencing on the Effective Date or any anniversary of it.
Customer: the person or organisation who purchases a Subscription from VFA.
Customer Content: any designs, documents, forms, photographs, images, plans, materials or other content provided to VFA by the Customer from time to time.
Deliverables: the items to be delivered by VFA to the Customer in connection with the Services as specified in a Design Request or as otherwise agreed in writing by the parties.
Design Request: a Customer’s request for the provision of the Services and/or the Deliverables, containing a written description or specification of the requested Services and/or Deliverables, made available by the Customer to VFA and as agreed to by the parties from time to time for the duration of the Contract. For the avoidance of doubt, an alteration to a Deliverable previously supplied by VFA to the Customer shall constitute its own Design Request.
Effective Date: following the Customer’s purchase of a Subscription, the date on which VFA notifies the Customer in writing that the Customer’s Subscription has commenced.
Extended Subscription Term: has the meaning given in clause 11.1.
Free Trial: the opportunity granted by VFA for the Customer to receive the Services and the Deliverables free of charge so that the Customer can evaluate whether the Services and the Deliverables meet its needs.
Free Trial Period: the duration of the Free Trial as agreed to by VFA.
Initial Subscription Term: the initial term of this agreement offered by VFA and accepted by the Customer when the Customer placed its order to use the Services.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, logos, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
Money Back Period: subject to clause 11.6, the 10 Business Day period from the Effective Date within which the Customer may cancel its Subscription and receive a refund in accordance with clause 11.4.
Permitted Purpose: has the meaning given to it in clause 13.4(a).
Personnel: agents, suppliers, subcontractors, consultants or employees.
Project Manager: VFA’s employee who has overall responsibility for the Services.
Representatives: has the meaning given to it in clause 13.2.
Services: the services to be provided pursuant to the Contract as referred to in any Design Request.
Subscription: a subscription or additional subscriptions purchased by the Customer from VFA which entitles the Customer to receive the Services and/or the Deliverables in accordance with these Conditions.
Subscription Fees: the subscription fees, payable by the Customer to VFA for a Subscription.
Subscription Term: being any Free Trial Period together with the Initial Subscription Term and any subsequent Extended Subscription Periods.
Support Hours: 08.00 to 18.00 (local UK time) on a day other than a Saturday, Sunday or public holiday in England when banks in London are closed for business.
Third Party Materials: those third-party owned materials (for example, third-party owned music or images, video, photographs, drawings, software, applications, designs) to be included in the Deliverables.
VAT: value added tax or any equivalent tax chargeable in the UK or otherwise.
VFA: Virtual Freedom Academy Limited, incorporated and registered in England and Wales with the company number 12213491 whose registered office is at Home Ground Northfield, Somerton, Somerset, United Kingdom, TA11 6SJ.
VFA Designer: a member of VFA’s Personnel who is skilled in graphic and/or website design.
VFA Developer: a member of VFA’s Personnel who is skilled in website development.
VFA’s DPA: means VFA’s Data Processing Agreement made available to the Customer by VFA online linked to here.
VFA’s Online Portal: means the online portal used by the Customer to manage its Subscription online linked to here.
1.2
Clause headings shall not affect the interpretation of these Conditions.
1.3
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6
A reference to a statute or statutory provision is a reference to it as it is in force from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.7
A reference to writing or written includes e-mail, Slack messenger, and/or any communication submitted by either party via VFA’s Online Portal, as the case may be.
1.8
Any obligation on VFA or the Customer not to do something includes an obligation not to allow that thing to be done.
1.9
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.
1.10
A “party” means either VFA or the Customer and “parties” means both VFA and the Customer.
2.
VFA’s rights and responsibilities
2.1
Subject to the Customer paying the Subscription Fees in accordance with the Contract or subject to VFA granting the Customer a Free Trial, VFA shall supply the Services and/or the Deliverables to the Customer and in accordance with a Design Request in all material respects or as otherwise agreed in writing between the parties.
2.2
VFA shall appoint a Project Manager who shall have the responsibility and commensurate authority for the overall progress of a Design Request and to whom all questions regarding the Contract and the Services can be referred. The name of the appointed individual shall be notified in writing to the Customer on the Effective Date.
2.3
VFA shall not be required to agree to carry out the work referred to in a Design Request if it, in its sole discretion, determines that such work cannot be carried out by VFA because, for example, it is not technically achievable or within VFA’s expertise.
2.4
If VFA does not agree to a Design Request, it shall not be required to give its reasons to the Customer.
2.5
For the avoidance of doubt, VFA’s rejection of a Design Request pursuant to clause 2.3 shall not constitute a breach of the Contract or entitle the Customer to any compensation or refund.
2.6
To supply the Services and/or the Deliverables, VFA shall:
(a)
for each Subscription, make available to the Customer a maximum of one VFA Designer or one VFA Developer;
(b)
solely determine which of VFA’s Personnel is made available to the Customer in accordance with clause 2.6(a);
(c)
provide the Services and/or the Deliverables:
(i)
during the Support Hours and not otherwise;
(ii)
subject to clause 2.9, in response to one Design Request at a time; and
(iii)
subject to clause 2.9, in response to one Design Request at a time; and
(d)
use reasonable endeavours to respond to a Design Request during the Support Hours, and if a Design Request is provided to VFA outside the Support Hours, to respond to a Design Request when the Support Hours resume;
(e)
use reasonable endeavours to meet any agreed deadlines or performance dates but any such dates shall be estimates only and time for performance by VFA shall not be of the essence.
2.7
VFA may, at any time, substitute any of its Personnel made available to the Customer in accordance with clause 2.6(a).
2.8
Without prejudice to clause 2.6(a), the Customer may at any time, in respect of any Subscription, submit a written request that a VFA Developer is substituted for a VFA Designer (and vice versa). VFA shall be under no obligation to agree to such a request.
2.9
VFA may carry out work in respect of multiple Design Requests simultaneously subject to the Customer having purchased the appropriate number of Subscriptions.
2.10
If the Services include the provision of any Deliverables, for the avoidance of doubt, those Services shall not include any requirement on VFA to register any Deliverables on behalf of the Customer or to undertake any trademark searches.
3.
Customer’s responsibilities
3.1
The Customer acknowledges that VFA’s ability to supply the Services and the Deliverables is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide). If the Customer does not provide its full and timely co-operation, VFA shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer without prejudice to any other right or remedy available to VFA.
3.2
The Customer shall provide VFA, its Personnel, and the Project Manager with such information and/or Customer Content as VFA may reasonably require in order to supply the Services and the Deliverables.
3.3
The Customer shall be responsible for the accuracy and completeness of the information and/or Customer Content provided to VFA.
3.4
The Customer shall only submit a Design Request via VFA’s Online Portal or directly in writing to the Project Manager (who shall upload the Design Request to VFA’s Online Portal), and not otherwise.
4.
Subscriptions
4.1
Unless the Contract is otherwise terminated in accordance with clause 11, the Customer shall purchase a minimum of one Subscription in respect of each month during the Subscription Term.
4.2
The Customer may at any time during the Initial Subscription Term or any Extended Subscription Term purchase an additional Subscription or Subscriptions which shall apply from the date purchased in the relevant month, and subject to clause 4.3, for the Subscription Term.
4.3
The Customer may at any time choose not to renew any additional Subscription or Subscriptions. If so the additional Subscription or Subscriptions shall expire at the end of the Initial Subscription Term or any Extended Subscription Term, and any other renewed Subscriptions shall not be otherwise affected.
5.
Third Party Materials
The Third Party Materials shall be supplied in accordance with the relevant licensor’s standard terms. Unless otherwise agreed in writing between the parties, the Customer shall be responsible for paying all costs, including licence fees and royalty fees, if any, required for the use of such Third Party Materials.
6.
Charges and payment
6.1
Unless the Customer has subscribed to receive the Services and/or the Deliverables under a Free Trial, the Customer shall pay the Subscription Fees and any Card Fees to VFA in accordance with this clause 6.
6.2
The Customer shall on the Effective Date provide to VFA valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details, and shall ensure that the details required by this clause 6.2 shall remain current for the duration of the Subscription Term.
6.3
The Customer hereby authorises VFA to bill such credit or debit card:
(a)
if VFA has granted the Customer a Free Trial, the day after the Free Trial Period expires, unless the Contract is terminated in accordance with clause 11.1;
(b)
on the Effective Date for the Subscription Fees and Card Fees payable in respect of the Initial Subscription Term; and
(c)
at the commencement of any Extended Subscription Term for the Subscription Fees and Card Fees payable in respect of the relevant Extended Subscription Term,
but if such credit or debit card payment is declined by the issuer at any time it is billed by VFA, the Customer authorises VFA to bill such credit or debit card on a maximum of three further occasions within a 48-hour period after the due date until such credit or debit card payment is approved by the issuer.
6.4
If VFA has not received payment by the expiry of the 48-hour period set out in clause 6.3, and without prejudice to any other rights and remedies of VFA, VFA may:
(a)
without liability to the Customer, disable the Customer’s password, account and access to the Services and VFA shall be under no obligation to provide any or all of the Services while any credit or debit card is unable to be billed; and
(b)
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 6% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and/or
(c)
terminate the Contract with immediate effect by giving written notice to the Customer.
6.5
All amounts and fees stated or referred to in the Contract:
(a)
shall be payable in United States Dollars;
(b)
are non-cancellable and non-refundable; and
(c)
are exclusive of VAT, which, if payable by the Customer, shall be charged at the appropriate rate.
6.6
VFA shall be entitled to increase the Subscription Fees payable at the start of each Extended Subscription term upon no less than one calendar month’s notice prior notice to the Customer.
7.
Warranties
7.1
Each of the parties warrants to the other that it has full power and authority to enter into and perform the Contract.
7.2
VFA warrants that it shall perform the Services with reasonable care and skill.
7.3
VFA does not make any representations of offers any warranties or guarantees as to the results that will be achieved by the Customer’s use of the Services and/or the Deliverables.
8.
Limitation of remedies and liability
8.1
Except as expressly and specifically provided in the Contract (or any collateral contract) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
8.2
The following definitions apply in this clause 8:
(a)
default: any act or omission resulting in one party incurring liability to the other; and
(b)
liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), or otherwise.
8.3
Nothing in the Contract shall operate to exclude or limit VFA’s liability for:
(a)
death or personal injury caused by its negligence; or
(b)
fraud; or
(c)
any other liability which cannot be excluded or limited under applicable law.
8.4
8.4 Subject to clause 8.1 and clause 8.3:
(a)
VFA shall have no liability for any:
(i)
loss of profits (including loss of anticipated savings);
(ii)
loss of business or business opportunity;
(iii)
wasted expenditure
(iv)
loss of use or corruption of software, data or information;
(v)
loss of or damage to goodwill and/or similar losses; or
(vi)
special, indirect or consequential loss, costs, damages, charges or expenses,
VFA shall have no liability for any:
(b)
VFA’s (including its officers, employees, contractors, sub-contractors and agents’) total aggregate liability to the Customer under or in connection with the Contract and/or any collateral contract in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, VFA’s total aggregate liability for those claims shall not exceed the single highest annual cap for those Contract Years.
8.5
In clause 8.4(b), the cap is the total Subscription Fees received by VFA in the Contract Year in which the defaults occurred or if no Subscription Fees have been received by VFA in the Contract Year in which the defaults occurred, $1,000 (one thousand United States dollars).
8.6
Unless the Customer notifies VFA that it intends to make a claim in respect of an event within the notice period, VFA shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.7
This clause 8 shall survive termination of the Contract.
9.
Intellectual Property Rights
9.1
In relation to the Customer Content:
(a)
the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Content; and
(b)
the Customer grants to VFA a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the duration of the Subscription Term to use the Customer Content for the purpose of providing the Services and the Deliverables to the Customer.
9.2
In relation to the Deliverables:
(a)
VFA assigns to the Customer, with full title guarantee all Intellectual Property Rights in the Deliverables save for the Intellectual Property Rights in any Third Party Materials included in the Deliverables;
(b)
if any Third Party Materials are included in the Deliverables, the Customer agrees to abide by the terms of the relevant third party’s licence. VFA shall provide the Customer with a copy of the relevant licence upon request;
(c)
the Customer hereby grants to VFA a non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables for the purpose of providing the Services and any other Deliverables; and
(d)
in addition, the Customer hereby grants to VFA a non-exclusive, royalty free, transferable, perpetual licence to copy, modify and use the Deliverables, including any designs that the Customer may have provided to VFA, for VFA’s business purposes including the provision of services to third parties and for the purposes set out in clause 13.4.
9.3
Clause 9.2(d) shall have no effect if the Customer prior to purchasing its first Subscription notifies VFA in writing that it does not authorise VFA to use the Deliverables for its business purposes.
9.4
In relation to the Deliverables:
(a)
warrants that the receipt, use and onward supply of the Services and the Deliverables by the Customer and its permitted sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
(b)
shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
9.5
VFA’s liability under the indemnity granted to the Customer under clause 9.4(b) is limited in accordance with clause 8.
9.6
Clause 9.2 shall have no effect unless VFA notifies the Customer in writing that it has received payment in full of all sums due to it under the Contract.
10.
Data protection
Both parties will comply with VFA’s DPA in connection with VFA’s processing of any Customer Personal Data (as defined in VFA’s DPA) on the Customer’s behalf and VFA’s DPA is hereby incorporated into the Contract by reference.
11.
Term and termination
11.1
The Contract shall commence on the Effective Date. Unless terminated earlier in accordance with this clause 11, the Contract shall continue for the Free Trial Period and/or the Initial Subscription Term, as the case may be, and shall automatically extend for the same period as the Initial Subscription Term (Extended Subscription Term) at the end of the Initial Subscription Term and at the end of each Extended Subscription Term, unless the parties have agreed in writing that the Contract shall be subject to a Free Trial and the Free Trial Period has expired before the Customer has paid for a Subscription.
11.2
Either party may give at least one Business Day’s written notice prior to the end of the Initial Subscription Term or the relevant Extended Subscription Term, to terminate the Contract at the end of the Initial Subscription Term or the relevant Extended Term, as the case may be.
11.3
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)
the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so;
(b)
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c)
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d)
the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.4
The Customer may, at any time during the Money Back Period, terminate the Contract with immediate effect by giving written notice to VFA.
11.5
If the Customer gives VFA the requisite written notice in accordance with clause 11.4, VFA shall refund the Customer the total cost (excluding any Card Fees incurred by VFA) of the Subscription or Subscriptions purchased by the Customer to the Customer’s original method of payment.
11.6
For the avoidance of doubt, if VFA has granted a Free Trial to the Customer, the duration of the Money Back Period shall be reduced pro-rata by the duration of the Free Trial Period. For example, if the relevant Free Trial Period was 7 Business Days, a 15 Business Day Money Back Period shall result in an 8 Business Day Money Back Period.
11.7
Subject to clause 11.8, if either party gives written notice to the other party accordance with clause 11.2, VFA shall:
(a)
continue to provide the Services to the Customer until the date the Contract is terminated, being the end of the Initial Subscription Term or the end of the relevant Extended Subscription Term (Termination Date);
(b)
provide any Deliverables to the Customer, unless VFA in its sole discretion determines that any Deliverables cannot be provided to the Customer prior to the Termination Date; and if
(c)
VFA so determines, VFA shall provision any Deliverables to the Customer in the draft state that they exist on the Termination Date.
11.8
If the Contract is terminated in accordance with clause 6.4(c), clause 11.3, or clause 11.4, then, clause 11.7 shall not apply and VFA shall immediately stop its performance of the Services and the Customer shall not be provided with any draft Deliverables.
11.9
On the termination of the Contract, unless otherwise required pursuant to VFA’s DPA or any other applicable laws, VFA shall delete all Customer Content.
11.10
On termination of the Contract, all provisions of the Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
12.
Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 1 month, the party not affected may terminate the Contract by giving 5 days’ written notice to the affected party.
13.
Confidentiality
13.1
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the Effective Date in connection with the Contract, including any information that would be regarded as confidential by a reasonable businessperson relating to:
(a)
the business, assets, affairs, customers, clients, suppliers, or plants, intentions or market opportunities of the disclosing party; and
(b)
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.
13.2
Representatives means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers.
13.3
The provisions of this clause 13 shall not apply to any Confidential Information that:
(a)
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 13);
(b)
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c)
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d)
the parties agree in writing is not confidential or may be disclosed; and/or
(e)
is developed by or for the receiving party independently of the information disclosed by the disclosing party.
13.4
Without prejudice to clause 13.8, during the Subscription Term and for a period of five years after termination or expiry of the Contract (howsoever caused), each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a)
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (Permitted Purpose); or
(b)
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
13.5
A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a)
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 13.
13.6
Nothing in this clause 13 shall prevent any person from:
(a)
reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
(b)
doing or saying anything that is required by any regulator, ombudsman or supervisory authority;
(c)
whether required by law or not, making a disclosure to, or co-operating with any investigation by, any regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
(d)
complying with an order from a court or tribunal to disclose or give evidence; and/or
(e)
making a proper disclosure about the Contract or circumstances surrounding the Contract to professional advisers, such as legal or tax advisors and/or medical professionals and counsellors, who are bound by a duty of confidentiality.
13.7
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the Contract. No party makes any express or implied warranty or representation concerning its Confidential Information.
13.8
VFA may identify the Customer as one of VFA’s customers and, in so doing, use the Customer’s logo and use extracts from the Deliverables for its own promotional use in internal and client and prospective client presentations, showreels and on VFA’s website.
13.9
This clause 13 shall remain in full force and effect in the event of any termination of the Contract.
14.
No solicitation
14.1
In order to protect the legitimate business interests of VFA, the Customer shall not, without the prior written consent of VFA, at any time from the Effective Date to the expiry of 12 months after the termination of the Contract, engage, solicit, entice away from VFA or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of VFA in the provision of the Services.
14.2
Any consent given by VFA in accordance with clause 14.1 shall be subject to the Customer paying to VFA:
(a)
a sum equivalent to 30% of the then current annual remuneration of VFA employee, or if higher, 30% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor; or, if the employee, consultant or subcontractor is not paid a salary,
(b)
a sum equivalent to 30% of the average monthly fee that was payable by VFA for the employee, consultant or subcontractor’s services supplied to it by VFA, calculated by reference to the preceding 12 months from the date the Customer requests such written consent as required by clause 14.1, multiplied by twelve.
15.
Entire agreement
15.1
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2
Each party agrees 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.
Assignment
16.1
The Customer shall not, without the prior written consent of VFA, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2
VFA may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.
Third-party rights
The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
18.
Variation
18.1
VFA may vary the Contract from time to time on giving the Customer at least 1 calendar month’s notice in writing. If the Customer does not accept the variation, the Customer may, within 1 calendar month of being notified of the variation by VFA (Review Period), terminate the Contract on 7 Business Days’ written notice to VFA. The Customer's continued use of the Services after the Review Period will constitute the Customer's acceptance of the variation.
18.2
No other variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.3
For the avoidance of doubt, the restriction set out in clause 18.2 shall not affect the operation of the relevant provision in clause 6.6 which may vary the terms of the Contract (or their effect) by written notice.
19.
Waiver
19.1
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2
A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.
Rights and remedies
Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
21.
Severance
21.1
If any provision or part-provision of the Contract 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 the Contract.
21.2
If any provision or part-provision of the Contract is deemed deleted under clause 20.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22.
Notices
22.1
Any notice required to be given under the Contract shall be in writing and in the English language and shall be:
(a)
if given by VFA:
(i)
delivered by commercial courier to the Customer’s registered office (if a company) or its principal place of business (in any other case); or
(ii)
sent by email to the following address (or an address substituted in writing by the Customer): the email address for the Customer provided to VFA when it registered a profile for the purchase of a Subscription.
(b)
if given by the Customer, sent by email to the following address (or an address substituted in writing by VFA): [email protected].
22.2
Any notice shall be deemed to have been received:
(a)
if delivered by courier, on signature of a delivery receipt or at the time the notice is left at the proper address; or
(b)
if sent by email at the time of the transmission provided that no automated bounceback or out of office message is received.
22.3
This clause 22 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.
23.
Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
24.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
