PHERAPEUTIC USER TERMS

Please read the following important terms and conditions before you sign up for an Account or use the Platform. Please check that they contain everything which you want and nothing that you are not willing to agree to.

Summary of some of your key rights:

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a 14 day right to change your mind and get a full refund. You do not have this right to cancel once you have registered for your Account provided you have been told this and have acknowledged this. This is because as soon as you register for an Account you can start to use our services.

The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality.

If digital content is faulty, you’re entitled to a repair or a replacement.

If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back.

If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

This is a summary of some of your key rights. For detailed information from Citizens Advice, please visit www.citizensadvice.org.uk or call 03454 04 05 06.

The information in this summary box summarises some of your key rights. It is not intended to replace the Terms below which you should read carefully.

 

Important information on downloading costs and ‘bill shock’:

When you register for an Account and download our mobile application, digital content will download automatically into your Account. Please check the file size of any digital content carefully as using too much data might mean that you exceed your data limit and you could face paying more than you were expecting.

 

Important information about the Platform:

–       We are not a regulated medical advisor; we do not assess your medical condition or health or provide medical advice via the Platform.

–       At no time do we accept any liability for any medical advice or treatment provided to you.

 

These Terms sets out:

  • your legal rights and responsibilities;
  • our legal rights and responsibilities; and
  • certain key information required by law.

If you don’t understand any of these Terms and want to talk to us about it, please contact us by:

Do you need extra help?

If you would like this contract in another format (for example: audio, large print, braille) please contact us using the contact details at the top of this page.

Information we give you

By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. If youwant to see this key information, please:

  1. click on the ‘key information’ button;
  2. read the registration acknowledgement email; or
  • contact us using the contact details above.

The key information we give you by law forms part of these Terms (as though it is set out in full here).

  1. We are Pherapeutic Limited a company registered in
    England and Wales under company number 12924077 (“us” “we” “our”). Our trading address is 85 Great Portland Street, First Floor, London, England, W1W 7LT.
  2. We own and operate an online platform via our website at https://www.pherapeutic.com/ and an a mobile application which enables you to connect with third party mental health professionals who practices in the relevant discipline depending on criteria inputted by you (“Platform”).
  3. These terms and conditions (“Terms”) govern our relationship with you, a user of the Platform (“you” “your”).
  4. Our Data Protection Policy can be viewed here Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Data Protection Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

The Platform

  1. Subject to these Terms and our acceptable use policy and as amended from time to time on our Platform (“Acceptable Use Policy”) we grant you a non-exclusive, non-transferable, right unless and until terminated by us to use the Platform.
  2. The Platform utilises data which has been provided by you to create an online profile about you and your mental health and uses this data to generate a list of third party therapists in the relevant discipline who have registered as a relevant provider via our Platform (“Relevant Professional”.
  3. At all times you are responsible for checking the accuracy of all data held about you on the Platform and that which has been inputted by you.
  4. While we try to make sure that the Platform is accurate, up-to-date and free from bugs, we cannot promise that it always will be. Furthermore, we cannot promise that the Platform will be fit or suitable for any purpose.
  5. Any reliance that you may place on the information on the Platform or any of the data is at your own risk.
  6. We uphold a high standard of data security but any data you upload onto the Platform is done so at your own risk.
  7. We may suspend or terminate operation of the Platform at any time as we see fit.
  8. While we try to make sure that the Platform is available for your use, we do not promise that the Platform is available at all times nor do we promise the uninterrupted use by you of the Platform.
  9. The Platform and services performed via the Platform may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems.

Medical and Health

  1. At no time does any part of our Platform including without limitation any information contained therein or any contact with a Relevant Professional constitute medical advice and no part of our Platform is intended to replace medical advice.
  2. We are not a medical provider and are not qualified to give medical, psychological or mental health advice. The information contained on the Platform is only for general information and use and is not intended to address your particular requirements. Any reliance you may place upon any material on the Platform will be at your own risk. In particular, the Platform information does not constitute any form of advice or recommendation by us and is not intended to be relied upon by you in making any specific medical or other decisions.
  3. We make no representations or warranty that any treatment will treat, cure or prevent any deficiency, disorder, condition, illness or disease.
  4. You should consult your General Practitioner (GP) before using our Platform and connecting or meeting with a Relevant Professional.
  5. It remains at all times your responsibility to ensure that any treatment is suitable for your use.
  6. We reserve the right to deny or restrict your access to a Relevant Professional based upon the professional advice of a GP or at our own discretion.

Account

  1. You will be required to register for an account to use the Platform, which will be governed by these Terms (as amended from time to time) (“Account”).
  2. You must be over the age of 18 and based in England or Wales to set up an Account.
  3. Under your Account you will be able to view and upload data about you (“Account”).
  4. It is your responsibility to keep your Account password and other account details safe and confidential.
  5. You acknowledge that it may take up to 2Business Days to initially set up your Account and that use of the Platform is at all times subject to your compliance with these Terms and any requirements as communicated to you from time to time including without limitation any minimum system requirements.
  6. You warrant and represent that you shall, keep confidential and not share with any third party your password or access details for your Account and/or the Platform.
  7. By registering for an Account and when using the Platform, you agree at all times:
    1. To comply with the Acceptable Use Policy and all other provisions of these Terms.
    2. To comply with all applicable laws, rules, and regulations governing the Platform and your use of the Platform (or any part).
    3. Not to use the Platform (or permit the Platform to be used) in contravention of any applicable laws, rules or regulations.
    4. To be solely responsible for ensuring your use of the Platform complies with all laws and regulations.
    5. To act in good faith towards us.
  8. We may suspend access to your Account and the Platform if:
    1. we suspect that there has been any misuse of the Platform or breach of these Terms; or
    2. you fail to pay any sums due to us by the due date for payment.
  9. Where the reason for the suspension is suspected misuse of the Platform, we will take steps to investigate the issue and may restore or continue to suspend access in our discretion.
  10. We may terminate your Account immediately upon any material breach of these Terms. Any breach by you of the Acceptable Use Policy shall be deemed a material breach of these Terms.
  11. Either you or we may terminate your Account for convenience on 30 days written notice.

Right to Cancel

  1. When you set up an Account you will be asked to tick a box to confirm that you consent for the download of digital content to start immediately after you have registered the Account and that youacknowledge that this means you lose your right to cancel. We will confirm this in our registration email to you.
  2. This means that you do not have the right to cancel the contract between you and us with less than 14 days notice because once you have registered for an Account access to data and our tools are automatic. Access to the data and tools starts immediately upon your Account being registered. You are not entitled to a refund unless our online tools are faulty.

Fees

  1. The fees for your Account are set out here (link), as amended from time to time (“Fees”).
  2. The Fees shall be as set out on the Platform.
  3. Fees are exclusive of VAT which shall be payable at the rate and in the manner prescribed by law.
  4. We shall have the right to charge interest on overdue sums at the rate of 4% per year above the Bank of England base rate, calculated from the date when payment of the sum becomes due for payment up to and including the date of actual payment whether before or after judgment.
  5. To the extent this agreement terminates or expires you shall not be entitled to any refund or discount of Fees paid during which your access to the Platform ceases to be provided.

Services

  1. We are not regulated medical advisors; we do not assess your medical condition or health or provide medical advice or medical services via the Platform.
  2. We are a platform to connect you with Relevant Professionals. We also write informative blogs relating to health care.
  3. We do not vet or assess the credentials of the Relevant Professionals. At all times it remains your responsibility to check all credentials, qualifications and insurances of any Relevant Professional.
  4. You understand and agree that at all times any contract that you enter into with Relevant Professional or any medical professional regardless of whether their details have been provided to you via the Platform or otherwise shall at all times be between you and the relevant professional.
  5. At no time do we accept any liability for any medical advice or treatment provided to you whether:
    1. Made via the Platform;
    2. Provided to you by a Relevant Professional; or
    3. Any other medical advice or treatment.
  6. You understand and agree that at all times any third party links or services provided via the Platform, including without limitation any site of a Relevant Professional is outside of our control irrespective of whether such application is facilitated through the Platform or otherwise. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party’s website or services. Your use of a third party site may be governed by the terms and conditions of that third party site.
  7. You are responsible at all times for checking the accuracy of any data held on our Platform and we shall not be held responsible for such data or in respect of any third parties including without limitation any Relevant Professional.
  8. You acknowledge that you should not rely upon any information or data on the Platform to make any decision.
  9. You understand and agree that access to the data that we make available to you via the Platform is not verified by us. It is made available to you via the Platform on an ‘as is’ basis.
  10. You agree that the services on our Platform do not include:
    1. Any medical diagnosis;
    2. Any medical treatment
    3. any services, systems or equipment required to access the internet. You are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Platform;
    4. dedicated data back up or disaster recovery facilities (and you should ensure you at all times maintains backups of all Data or any information on the Platform); or
    5. any medical services and that, except as expressly stated in this agreement, no assurance is given that the Platform (or any use of the same) will comply with or satisfy any legal or regulatory obligation of any person.

Data

  1. Any information supplied to you through the Platform including without limitation the results of searches for a Relevant Professional via the Platform are reliant on the accuracy of the information provided by you.
  2. You will own all data uploaded by you onto our Platform (“Uploaded Data”). All Uploaded Data is licenced to us to use in order to provide the services via the Platform at all times that you hold an Account.
  3. All Uploaded Data and any data about you on the Platform is together called “Your Data” in these Terms.
  4. By registering for an Account and using the Platform you warrant that all Your Data is correct, accurate and not misleading.
  5. You shall:
  6. ensure that any information you provide to us is complete and accurate and ensure that such information is not misleading;
  7. co-operate with us in all matters and any request for further information;
  8. ensure that any text, images, audio, video, software, data compilations and any other form of information is accurate and not misleading; and
  9. have and maintain any necessary permissions and consents which may be required on any content provided to us which is not owned by you.
  10. To the maximum extent permitted by law we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform as a result of Your Data.
  11. We are permitted to use Your Data in any manner we deem appropriate subject at all times to any regulatory or statutory restrictions. You acknowledge that such data may be relied upon by third parties.
  12. Except to the extent that we have any direct obligations under data protection laws, you acknowledge that we may not actively monitor Your Data.
  13. Your Data may be relied upon by a number of third parties. You shall ensure therefore, and are exclusively responsible for, the accuracy, quality, integrity and legality of Your Data and that its use (including use in connection with the Platform) complies with all applicable laws and Intellectual Property Rights. As such you hereby agree to indemnify, keep indemnified and hold us harmless from and against any losses, claims, damages, liability, data protection losses, costs (including legal and other professional fees) and expenses incurred by us as a result of Your Data (or any part thereof).
  14. If we become aware of any allegation that Your Data may not comply with the Acceptable Use Policy or any other part of these Terms we shall have the right to permanently delete or otherwise remove or suspend you or remove access to any part of Your Data which is suspected of being in breach of any of the foregoing from the Platform and/or disclose Your Data to law enforcement authorities (in each case without the need to consult you). Where reasonably practicable and lawful we shall notify you before taking such action.
  15. We shall not be obliged to provide you with any assistance extracting, transferring or recovering any data. You acknowledge and agree that you are responsible for maintaining safe backups and copies of any data. You shall, without limitation, ensure that you back up (or procures the back up of) all dataregularly and extracts it prior to the termination or expiry of this agreement or the cessation or suspension of your right to use the Platform.
  16. We routinely undertake regular backups of the Platform for our own business continuity purposes. You acknowledge that such steps do not in any way make us responsible for ensuring data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, we shall not be responsible (under any legal theory, including without limitation in negligence) for any loss of availability of, or corruption or damage to, any data.
  17. We shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any data. For the avoidance of doubt upon deletion or inactivity or your Account you will not have access to Your Data.
  18. We may monitor, collect, store and use information on the use and performance of the Platform(including Your Data) to detect threats or errors to the Platform and for the purposes of the further development and improvement of the Platform, provided that such activities at all times comply with the Privacy Policy and Data Protection Policy.

Permission to use digital content

  1. You will not own any downloaded material from our Platform. Instead we give you permission to use it (also known as a ‘licence’) for the purpose of you using and enjoying it according to these Terms.
  2. The digital content:
    1. is for you only. You can use it wherever you want in the world but only if you comply with local laws and only you may use it;
    2. is non-exclusive to you. We may supply the same or similar digital content to other users;
  • may not be:
    1. copied by you except for a reasonable number of necessary back-ups;
    2. changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);
    3. combined or merged with, or used in, any other computer program; or
    4. distributed or sold by you to any third party;
  1. contains information which is owned by us and/or third parties. You must not conceal, change or remove any markings which show who owns this information, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.
  1. You will not obtain any rights of ownership or other rights (of whatever nature) in any digital content or in any copies of it.

Support

  1. We will use reasonable endeavours to notify you in advance of scheduled maintenance, but you acknowledge that it may receive no advance notification for downtime caused by emergency maintenance.

Our Obligations

  1. The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’), for example, that any digital content:
    1. is of satisfactory quality;
    2. is fit for purpose; and
    3. matches its description.
  1. We must provide you with digital content that complies with your legal rights.
  2. When we supply the digital content:
    1. we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content;
    2. we do not promise that it is compatible with any third party software or equipment except where wehave said that it is in the guide to its use or on our website; and
    3. you acknowledge that there may be minor errors or bugs in it.
  1. Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this contract. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
    1. contact us using the contact details at the top of this page.
    2. visit the Citizens Advice website www.citizensadvice.org.uk or call 03454 04 05 06.
  2. Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
  3. Any obligation on us to comply or ensure compliance with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of online software.
  4. To the maximum extent permitted by law:
    1. We make no warranties regarding the Platform, services or in respect of your data or account. At all times the Platform is provided ‘as is’ and without warranty to the maximum extent permitted by law.
    2. We will never be liable or responsible to you for any consequences arising as a result of in respect of:
      1. Any medical advice or treatment received by you whether by a Relevant Professional or otherwise;
      2. Any delays by any medical professional whether by a Relevant Professional or otherwise;
      3. The incorrect operation or use of the Platform by you (including without limitation any failure to follow any of our instructions);
      4. use of the Platform other than for the purposes for which it is intended;
      5. use of the Platform or any of our services with other software or services or on equipment with which it is incompatible;
      6. any act by any third party (including hacking or the introduction of any virus or malicious code);
      7. any modification of Platform (other than that undertaken by us or at our direction); or
      8. any breach of these Terms. 

Third Party Material

  1. We may make third material available to you through the Platform (Third Party Materials). You agree that:
    1. we have no responsibility for the use or consequences of use of any Third Party Materials;
    2. the use of any Third Party Materials shall be governed by the applicable terms between you and the owner or licensor of the relevant Third Party Materials;
    3. you are solely responsible for any Third Party Materials used in connection with the Platform or accessed via the Platform and for compliance with all applicable third party terms which may govern the use of such Third Party Materials; and
    4. the availability, compatibility with the Platform and performance of the Third Party Materials is outside of our control and we have no responsibility for any unavailability of or degradation in the services or Platform to the extent resulting from the availability, incompatibility or performance of any of the Third Party Materials.

Liability

  1. The extent of our liability under or in connection with this agreement and the Platform (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in these Terms.
  2. To the maximum extent permitted by law:
    1. we exclude all liability in respect of the Platform, your data and any use of the Platform;
    2. you acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) including without limitation:
      1. that the Platform shall meet your needs, whether or not such needs have been communicated to us;
      2. that the operation of the Platform shall not be subject to errors or defects; or
      3. that the Platform shall be compatible with any other software or service or with any hardware or equipment.
  1. we shall never be liable for consequential, indirect or special losses and shall not be liable for any of the following (whether direct or indirect):
    1. loss of profit;
    2. destruction, loss of use or corruption of data;
    3. loss or corruption of software or systems;
    4. loss or damage to equipment;
    5. loss of use;
    6. loss of production;
    7. loss of contract;
    8. loss of opportunity;
    9. loss of savings, discount or rebate (whether actual or anticipated); and/or
    10. harm to reputation or loss of goodwill.
  1. all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
  2. our aggregate liability in respect of the Platform (howsoever arising) shall not exceed an amount equal to the lower of £100 and the Fees paid to us by you in the 12-month period immediately preceding the first incident giving rise to any claim.
  1. Notwithstanding any other provision of these Terms, our liability shall not be limited in any way in respect of the following:
    1. death or personal injury caused by our negligence;
    2. fraud or fraudulent misrepresentation; or
    3. any other losses which cannot be excluded or limited by applicable law.

Your responsibility and liability

  1. You agree at all times to comply with all applicable laws relating to the use of the Platform including without limitation laws relating to privacy, data protection and use of systems and communications.
  2. You agree to indemnify, keep indemnified and hold us harmless from and against any losses, claims, damages, liability, data protection losses, costs (including legal and other professional fees) and expenses incurred by us as a result of your breach of these Terms.

Intellectual property

  1. For the purpose of these Terms the following shall be termed as “Intellectual Property Rights” any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing.
  2. All Intellectual Property Rights in and to the Platform belong to us and shall remain vested in us (or where relevant a third party owner) at all times. To the extent that you acquires any Intellectual Property Rights in the Platform you shall assign or procure the assignment of such Intellectual Property Rightswith full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us or such third party as we may elect. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause.
  3. We have no obligation to deliver any copies of any software to you in connection with these Terms.
  4. To the extent Third Party Materials are made available to, or used by or on your behalf such use of Third Party Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available via the Platform and not by these Terms. We grant no Intellectual Property Rights or other rights in connection with any Third Party Materials.
  5. We may use any feedback and suggestions for improvements relating to the Platform provided by you to us without charge or limitation (“Feedback”) (but we are under no obligation to do so). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time such Feedback is first provided to us.
  6. You hereby waive (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to us.
  7. You shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Platform and none of our Intellectual Property Rights are transferred to you.

Our Confidential Information

  1. For the purpose of these Terms “Confidential Information shall mean any and all information of a confidential nature (in whatever form) which relates to the Platform and is received or acquired (whether directly or indirectly) by you including any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; any information produced, developed or derived from information disclosed pursuant to this agreement; any information agreed to be, or marked as, confidential; any information you knew or could reasonably be expected to know, is confidential; but excluding any information which: is, or was already known or available to you, otherwise than pursuant to or through breach of any confidentiality obligation owed to us; is, or becomes, in the public domain other than through any breach of these this agreement (save that any publicly available information shall be classified as ConfidentialInformation where it is compiled in a form that is not in the public domain); we have agreed in writing does not constitute Confidential
  2. You agree to maintain the confidentiality of our Confidential Information and shall not without our prior written consent disclose, copy or modify our Confidential Information (or permit others to do so).
  3. You undertake not to disclose our Confidential Information.
  4. You agree to give us notice of any unauthorised use, disclosure, theft or loss of our Confidential Information immediately upon becoming aware of the same.
  5. The restrictions in respect of the Confidential Information shall not apply to information which is required by law, by court or governmental or regulatory order to be disclosed provided that you, where possible, notify us at your earliest opportunity before making any disclosure.

Consequences of termination

  1. Upon termination of your Account the rights granted by us to you under these Terms shall terminate and you shall:
    1. stop using the Platform; and
    2. destroy and delete or, if requested by us, return any copies of any documentation in respect of the Platform in your possession or control.
  2. Termination of your Account shall not affect any of our accrued rights and liabilities and shall not affect any provision of these Terms that is expressly or by implication intended to continue beyond termination.

Entire agreement

  1. These Terms constitutes the entire agreement between you and us and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
  2. You acknowledge that you have not entered into these Terms or set up an Account in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms.
  3. Nothing in these Terms shall limit or exclude any liability for fraud.

Notices

  1. Any notice given by a party under this agreement shall be:
    1. in writing and in English; and
    2. signed by, or on behalf of, the party giving it (except for notices sent by email).
  2. Notices may be given, and are deemed received:
    1. by hand: on receipt of a signature at the time of delivery;
    2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
    3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
    4. by email: on receipt of a delivery email from the correct address.
  1. Notices shall be sent:
    1. To us using email address info@pherapeutic.com or to our business address, FAO: Pherapeutic Ltd, 85 Great Portland Street, First Floor, London, England, W1W 7LT .
    2. To you at the address and email address in your Account.
  2. This does not apply to notices given in legal proceedings or arbitration.

Assignment and subcontracting

  1. We may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms.
  2. You agree to not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms (including the licence rights granted), in whole or in part, without our prior written consent.

No partnership or agency

  1. The parties are independent and are not partners or principal and agent and this agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

Severance

  1. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the agreement shall not be affected.
  2. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

Waiver

  1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
  2. No single or partial exercise of any right, power or remedy provided by law or this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
  3. A waiver of any term, provision, condition or breach of this agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

Third party rights

  1. A person who is not you or us shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms.

Authority

  1. You represent and warrant that you have the right, power and authority to enter into this agreement and to perform its obligations under these Terms.

Governing law

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

Jurisdiction

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