Sales Geek Limited- Terms and Conditions of Licence for Sales Geek App and Academy

Updated 21st April 2023

We draw your attention to clauses 14 Intellectual Property, 15 Liability and 16 Data Protection.

Our terms

1.               Definitions

1.1             Academy: means our online, paid for professional, training and community sales services, and related Content, which are accessed via the App and may be purchased by you under these terms and conditions.

1.2             Account: means the account registered to you under a Licence through which you will be granted access to the App and Academy (if applicable) under these terms and any applicable terms of use on the App.

1.3             Additional Services: means any additional, ad hoc, bespoke or other services which we may supply to you from time to time in addition to the Products.

1.4             App: means together our web application and Mobile App, and related Content, acting as a hub for professional, training and community sales services, through which the Academy may also be accessed, located at app.salesgeek.co.uk

1.5             Content: means all images, videos, articles, guidance, e-learning materials and any other digital content we make available as part of the App and Academy, as applicable.

1.6             Free Account: means a licence for an individual user account for your own business use to access the App,  which may be granted at no charge to you in accordance with clause 8.5

1.7             Individual User Licence: means the Licence purchased by a customer (you/your) under a Company Licence, for individual Users up to a maximum of 9.

1.8             Large Business Licence: means any Licence provided for more than 50 Users.

1.9             Licence: means the licence(s) which may be purchased by a Company from Sales Geek Limited (we/us/our) by you under these terms and which relate to your, and any other Users, use of the Products.

1.10           Licence Manager: means the User nominated by you as the representative to manage the Licence and otherwise communicate with in respect of the Products and Fees.

1.11           Medium Business Licence: means any Licence provided for between 21 up to 50 Users.

1.12           Mobile App: Sales Geek mobile application as updated from time to time.

1.13           Our Materials: has the meaning given in clause 14.1

1.14           Products: means together the App and Academy.

1.15           Small Business Licence: means any Licence covering up to 20 Users.

1.16           Subscription Fee: means the fee payable by you for the Licence(s) and which is applicable for the Subscription Term.

1.17           Subscription Term: means the duration for which the Licence is made available to you under these terms, which will either be 1 month or 12 month terms as confirmed at point of order in accordance with clause 4 .

1.18           Your Materials: has the meaning given in clause 14.3

1.19           User: means, if you have a Licence, any person you have nominated to be a User in accordance with clause 4.

1.20           Website: means www.salesgeek.co.uk (including subscribe.salesgeek.co.uk and app.salesgeek.co.uk)

1.21           White Label: means the branding of the App and/or Academy with your trade mark, logos and/or other brand images, or otherwise presenting the App and/or Academy as operated by you, for access and use by your personnel.

2.               These Terms

2.1             What these terms cover. These are the terms and conditions on which we grant the Free Accounts and Licence/s to you.

2.2             Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Licences to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

2.3             “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3.               Information about us and how to contact us

3.1             Who we are. We are Sales Geek Ltd, a company registered in England and Wales. Our company registration number is 10643449 and our registered office is at C/O Pm+M Greenbank Technology Park, Challenge Way, Blackburn, Lancashire, United Kingdom, BB1 5QB.

3.2             How to contact us. You, and any User, can contact us by using the Get in touch form on the Website, or contacting our customer service team using T: 01254 920 120 E: INFO@SALESGEEK.CO.UK

3.3             How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address registered to your Account.

3.4             User subscriptions. If you have a Licence, subject to your payment of Fees, the  restrictions set out in this clause 3.5 and these terms, we grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to use the Academy during the Subscription Term solely for your internal business operations. In relation to the Users, you undertake that:

(a)          the maximum number of Users that you authorise or otherwise permit to access and use the Academy not exceed the number of User subscriptions you have purchased under a Licence from time to time in accordance with these terms;

(b)          you will not allow any User subscription to be used by more than one individual unless the User subscription has been reassigned in its entirety to another individual User, in which case the original User shall no longer have any right of access or use; and

(c)          each User shall keep an individual email address secure password for their use of the Academy.

3.5             Audit. We will be entitled to conduct an audit on reasonable notice in order to confirm the number of Users or unauthorised individuals accessing your Account and if such an audit reveals you have underpaid Subscription Fees, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment of Subscription Fee as calculated on a pro rata basis for the actual number of people using the Account.

3.6             Prohibited behaviour. You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the App and/or Academy that; is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights, to disable your, and any of your Users’, access to the  Products.

3.7             Restricted acts. You will not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between us):

(a)          attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products in any form or media or by any means; or

(b)          attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products; or

(c)          access all or any part of the Products in order to build a competing product or service; or

(d)          use the Products to provide services to third parties; or

(e)          license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Content available to any third party except the Authorised Users, or

(f)           attempt to obtain, or assist third parties in obtaining, access to the Products, other than as provided under these terms; or

(g)          introduce or permit the introduction of any virus or other vulnerability into our network and information systems.

3.8             You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify us.

3.9             The rights provided under these terms are granted to you only and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing between us.

4.               Our contract with you

4.1             How we will accept your order. Our acceptance of your order will take place and a binding contract will come into effect when (i) in the case of online orders for Individual Licences, Small Business Licences, and Medium Business Licences, (made via webpage subscribe.salesgeek.co.uk) the screen confirming successful purchase of the Licence appears on the Website; (ii) in the case of orders for a Large Business Licence via our sales team, when we email you confirmation of the order and either take payment for the Subscription Fee at the time or provide payment details; (or iii) for Additional Services when the screen confirming successful purchase of the Additional Service appears on the Website, unless we have specified a different order process at that time.

4.2             If we cannot accept your order. If we are unable to accept your order, we will inform you of this at the time of order and will not charge you for the Licence. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Licence or Products. This will also happen if your payment  (under clause 13.7) is refused by our payment partner www.stripe.com.

4.3             User access. For Free Accounts, Users will be required to provide a unique email  to access the App and will then be provided with a password by us. If you have purchased a Licence, we will enable the Licence Manager to assign individual User accounts by inputting individual email addresses for each User you have designated, so they may log in to the App and Academy. Once registered, Users may reset their password following the in Product prompts and our password minimum standard requirements.

4.4             International customers. Our App and Academy are available to customers outside of England and Wales though we reserve the right at all times to decide and change which countries and jurisdictions at our discretion and/or to refuse orders and/or access to customers from any country based on legal requirements, Government advice and/or our discretion.

4.5             Account Security. Subject to 4.3, your Licence Manager’s username and password, and the usernames and passwords for each User, are confidential. You must not disclose this information to any third party and are responsible for ensuring any Users comply with this requirement. We have the right to disable your and/or any User access or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or any acceptable use or community guidelines we publish in the Products.

4.6             Notification. If you know or suspect that anyone other than you, or a User, knows your user (or one of your Users) password/s, you must immediately notify us using the Get in Touch form; T: 01254 920 120 ; or email: INFO@SALESGEEK.CO.UK

4.7             Liability for Users. Please note that, in accordance with these terms, you will remain fully liable for all acts and/or omissions of Users registered to your Account and/or any other person you permit to access the App and/or Academy.

4.8             Team Leaders. You can nominate team leaders to have oversight of other Users registered to your licence, in order to monitor engagement with the Academy and usage points accrued by each user. The team leader will not have any administrative rights for the Products and will only be able to see this information in relation to Users allocated to them by the Licence Manager. The Licence Manager has overall responsibility for nomination and allocation of both team leaders and Users.

5.               Products, Content and User content

5.1             Products and Content may vary slightly from their description. The description of the Products on our App and Academy are for illustrative and information purposes only. Although we have made every effort to accurately describe the Products and Content, they may vary slightly from the description.

5.2             User Content. Users have the ability to use the ‘Community’ tab and functionality to post content, queries and communicate with other Users. We exclude liability for any such content provided as well as any reliance which you may make upon it. We require all User content to be in accordance with any acceptable use or community guidelines we may publish from time to time and we reserve the right to remove any User content and/or restrict access for any User in contravention of our guidelines.

6.               Your rights to make changes

If you wish to make a change to the Licence or Products, or would like to White Label the Website for your personnel, then please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Licence, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7.               Our rights to make changes

7.1             Minor changes to the Licence or Products. We may change the Licence and/or Products:

(a)          to reflect changes in relevant laws and regulatory requirements;

(b)          by changing the timing and/or duration of the Content;

(c)          by changing the personnel involved in or responsible for the Content;

(d)          by changing, adding, amending, removing and/or otherwise determining the Content;

(e)          to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the Licence or digital content.

7.2             More significant changes to the Products and these terms. In addition, we may make the following changes to these terms or the Products, but if we do so we will notify you and you may then contact us to end the Subscription Term before the changes take effect and receive a refund for any Licence or Subscription Term paid for but not received:

(a)          Changes to the Subscription Fee other than as permitted under clause 13.3; or

(b)          Changes to the overall purpose and scope of the App and/or Academy.

7.3             Upgrades, updates and new versions. We may update, upgrade and/or create new versions of the Products at our discretion and each update, upgrade or new version will be considered to constitute the Products for the purposes of these terms and your Licence.

7.4             Updates to digital content. We may update and/or provide new Content, from time to time in order to provide you with new or functioning Content, provided that the digital content shall always be relevant for the Licence purchased.

8.               Providing the Products

8.1             When we will provide the Academy or Additional Services. As the Licences are ongoing services or subscriptions, we will supply the Academy to you until the Subscription term expires (if applicable) or you end the contract as described in clause 10 or we end the contract by notice to you as described in clause 11. If you have purchased Additional Services, these will be provided in accordance with the information provided at the time and, at least, within a reasonable time of payment by you.

8.2             What will happen if you do not give required information to us. We may need certain information from you so that we can enter the Licences, for example, business information, employee information, nominated Users, client details and services. If so, this will have been stated on our Website and will be requested when setting up the Account. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may not be able to grant the Licence and may need to end the contract . We will not be responsible for any delays in setting up the Account, supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

8.3             Reasons we may suspend the supply of Products to you. We may have to suspend the supply of the Products to:

(a)          deal with technical problems or make minor technical changes;

(b)          update the Products to reflect changes in relevant laws and regulatory requirements;

(c)          make changes to the Licence or Content as requested by you or as permitted for us (clause 7); or

(d)          implement updates, upgrades and new versions.

8.4             We may suspend your Licence if you do not pay. If you do not pay us for the Licence when you are supposed to (see clause 13.7) we may suspend your Licence until you have paid us the outstanding amounts. We will contact you to tell you we are suspending your Licence and restricting access to the App. We will not suspend the Licence where you reasonably dispute the unpaid invoice (see clause 13.9). As well as suspending the Licences we can also charge you interest on your overdue payments (see clause 13.8).

8.5             Free Account. By registering for a Free Account we will make available to you, access to our App on a free basis. The scope and extent of such Free Account shall be at our discretion and you will need to create an Account with us in order to obtain a Free Account. We reserve the right to refuse any requests for a Free Account, and/or to update, amend, suspend or end such Free Accounts at our discretion by providing notice to you. Your receipt of a Free Account and use of the App shall be in accordance with these terms, save as to duration/termination, charging and payment.

9.               Our obligations

9.1             Skill and Care. We undertake that we will use reasonable skill and care in supplying the Products and that the Products will substantially conform with their description.

9.2             Non-conformance caused by you. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by your use of the Products, or is related to information, materials or content which you have provided. If our Products do not conform with the foregoing undertaking, we will use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.

9.3             No warranty. We do not warrant that:

(a)          Your use of the Products will be uninterrupted or error-free;

(b)          that the Products will meet your requirements; or

(c)          the Products will be free from vulnerabilities or viruses.

9.4             No responsibility for external communications. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5             Necessary Licences. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these terms.

10.             Your rights to end the Licence

10.1           Ending the Licence because of something we have done or are going to do. If you are ending the Licence for a reason set out at (a) to (e) below all Licences will end immediately and we will refund you for the Subscription Fee applicable for the remainder of the Subscription Term. The reasons are:

(a)          we have told you about an upcoming material change to the Academy or these terms which you do not agree to (see clause 7.2);

(b)          we have told you about an error in the price of the Subscription Fee and you do not wish to proceed;

(c)          we have suspended supply of the Academy for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 2 consecutive weeks; or

(d)          you have a legal right to end the contract because we have materially breached these terms.

10.2           Duration and cancellation: Subject to 10.1 the Licence will continue for the Subscription Term during which time you and any other Users will have access to the Academy subject to your Licence under these terms. At the end of the Subscription Term, the Licence will automatically renew for subsequent terms of the same duration (each a Subscription Term), subject to these terms and applicable Subscription Fees, unless the Licence Manager has cancelled the Licence using the cancellation functionality within the App. Such cancellation will be recorded immediately but will not take effect until the end of the Subscription Term and you will receive access to the Academy for the remainder of your contracted Subscription Term. Please note, Subscription Fees will remain due and payable, or are not refundable, in respect of the remainder of the Subscription Term. Furthermore, we do not accept cancellation or termination of Licences by any other process or means of communication.

10.3           Individual Users. If the Licence has been cancelled under clause 10.2, then all Users registered to that Licence will be granted Free Accounts automatically using the same login and password details.

10.4           Free Account cancellation. To end your Free Account with us, please let us know by doing one of the following: 

(a)          Phone or email. Call customer services on T: 01254 920 120 or email us at E: INFO@SALESGEEK.CO.UK. Please provide your name and email address.

(b)          Online. Using the Get in Touch form on the website.

11.             Our rights to end the contract

11.1           We may end the Licence if you breach these terms . We may end the Licence and delete your individual User account/s, at any time by writing to you if:

(a)          you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;

(b)          you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to enter the Licence or supply the Academy;

(c)          we reasonably consider you are acting inappropriately or illegally, including by materially or consistently breaching our acceptable use/community guidelines for the Academy;

(d)          you are using the Academy to advertise websites, services, businesses and/or business opportunities;

(e)          you fail our or www.stripe.com credit checking processes; or

(f)           you breach these terms and any such breach, if capable of remedy, is not remedied within 7 days.

11.2           You may need to compensate us if you break the contract. If we end the Licence in the situations set out in clause 11.1 we may (i) charge you for any Subscription Fees not already paid for the Subscription Term; (ii) charge you for Additional Services ordered or performed and not yet paid for; and/or (iii) retain any Subscription Fees already paid for the remainder of the Subscription Term. We are also entitled to claim reasonable compensation for the net costs we will incur as a result of your breaking the Licence contract.

11.3           We may withdraw the App and/or Academy. We may write to you to let you know that we are going to stop providing the App and/or Academy either completely or in the jurisdiction which you are based and/or trade. We will let you know at least 2 months in advance of our stopping the supply and will refund any Subscription Fees you have paid in advance for the period when the App and/or Academy will not be provided.

12.             If there is a problem with the Licence

How to tell us about problems. If you have any questions or complaints about the Licence, please use the Get in Touch form on the website or call customer services on T: 01254 920 120 or email us at E: INFO@SALESGEEK.CO.UK. Please provide your name, email address, and, where available, your phone number.

13.             Price and payment

13.1           The Subscription Fee. The Subscription Fee will be:

(a)          for Individual Licences, Small Business Licences, and Medium Business Licences the price indicated on the order pages of the Website when you placed your order and VAT will apply as set out; or

(b)          for Large Business Licences, the price communicated to you by our sales team in writing when placing the order and Vat will apply as set out.

We take all reasonable care to ensure that the Subscription Fee advised to you is correct. However please see clause 13.6 for what happens if we discover an error in the price of the Licence you order.

13.2           Additional Users. If you have a Licence and would like to add Users to your Account (more than the permitted Users under your current Licence), then the Licence Manager will be able to do this within their account section of the App, including adding further Individual Licences or upgrading your subscription to Small, Medium or Large Licences (as applicable). Once requested we will confirm any change to your Subscription Fee which will become due and payable pursuant to clause 13.7. However, please note that if the requested change means you will then have more than 50 Users, then a Large Business Licence will be required and we may contact you directly to arrange the order and take payment. Details of the Users will be added to your Account and the Users will be provided with access details in accordance with clause 4.

13.3           Subscription Fee increase. We are entitled to increase the Subscription Fee once in each calendar year and in accordance with the average increase in the Retail Price Index over the three months preceding the change in Subscription Fee, as determined by the Office for National Statistics. We will let you know about such an increase at the time.

13.4           Promotional Code. If you have received a promotional code from one of our franchisees or other referral partner, then to benefit from the related promotional discount this code will need to be entered at the time the order for the Licence is made (in accordance with clause 4.1) and prior to first payment of the Subscription Fee. Any request to apply the discount after this time will be decided at our sole discretion and may not be accepted.

13.5           Additional Services fees. The price for the Additional Services will be the price specified at the time of purchase either on our Website or directly by us, and such price will be subject to VAT.

13.6           What happens if we got the price wrong. It is always possible that, despite our best efforts, we may have quoted the wrong Subscription Fee or other prices. We will normally check prices before accepting your order so that, where the Subscription Fee at your order date is less than our stated Subscription Fee at your order date, we will charge the lower amount. If the correct Subscription Fee at your order date is higher than the Subscription Fee stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where there is a pricing error, we may end the contract and refund you any sums you have paid.

13.7           When you must pay and how you must pay. For Individual Licences, Small Business Licences, and Medium Business Licences, we accept payment on a Direct Debit basis via payment platform www.stripe.com and payments will be subject to Stripe payment terms and conditions. The Subscription Fee applicable for the entirety of a Subscription Term must be paid at the time of order and prior to the date of renewal for each Subscription Term. We will provide a receipt of payment for your records at this time. For Large Business Licences we will take payment directly from you at the time we agree the order and confirm the Subscription Fee, such payment to be made by Direct Debit or other method designated at the time. Payment will then be taken by the same method prior to the renewal of any Subscription Term. For any other Additional Services, amounts and/or changes to the Subscription Fees, we will take payment at the time of purchase or change either via www.stripe.com or directly from you in accordance with this clause. All payments will be made at the time of purchase or in advance of any change, unless at our sole discretion we have agreed to increase your regular Direct Debit payment accordingly. We reserve the right to agree any other payment processes or prices with you in writing and will invoice you for these if applicable, such invoices to be paid within 30 days of the date of invoice.

13.8           We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.

13.9           What to do if you think an invoice or payment is wrong. If you think an invoice or payment made is incorrect please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

14.             Intellectual Property

14.1           Our Materials. You acknowledge and agree that we own all intellectual property rights in the Products, Additional Services and any other materials or content which we supply or make accessible via the Website, App and/or Academy (‘Our Materials’). Except as expressly stated in these terms, we do not grant you or any Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Our Materials.

14.2           All rights confirmed. We confirm that we have all the rights in relation to Our Materials that are necessary to grant all the rights we purport to grant under, and in accordance with, these terms and your Licence.

14.3           Your Materials. In relation to any materials you provide in order to receive White Label Products (‘Your Materials’), you:

(a)          and your licensors shall retain ownership of all intellectual property rights in the Your Materials; and

(b)          grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Your Materials for the duration of your Licence for the purpose of providing the Products to you.

14.4           Responsibility for Your Materials. You:

(a)          warrant that the receipt and use of the Your Materials in the supply of the White Label Products by us, our agents, subcontractors or consultants shall not infringe the rights, including any intellectual property rights, of any third party; and

(b)          shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use of the Your Materials in accordance with these terms.

15.             Responsibility and liability

15.1           We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

15.2           When we are liable for damage to your property. If defective Content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will be entitled to elect to repair the damage at our cost and, in this event, this will be your sole remedy for such damage. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

15.3           Consequential loss. Subject to clause 15.1 , we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and any indirect or consequential loss.

15.4           Liability Cap. Subject to clause 15.1, our total liability to you arising under or in connection with these terms and your use of the Products, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to, in any and each Subscription Term, the total Subscription Fee and any other fees paid and/or payable by you to us in that Subscription Term.

15.5           Exclusion of warranties. We have given commitments as to performance of the services and provision of the Licences in clause 4 In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

16.             How we may use your personal information

16.1           How we may use your personal information.  We will only use your personal information as set out in our PRIVACY POLICY.

16.2           User personal information. If you provide any personal information on behalf of a User then you must ensure that you have a legal basis for doing so and such sharing of personal information is compliant with the Data Protection Act 2018. To the extent that we rely on and process such personal information in provision of the Products to you, you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged breach of this clause 16.2, the Data Protection Act and/or any other applicable data protection law relating to the processing of User personal information you share.

17.             Other important terms

17.1           We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.

17.2           You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

17.3           Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

17.4           If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses and sub clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

17.5           Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products and operate the Account, we can still require you to make the payment at a later date.

17.6           Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and subject to the exclusive jurisdiction of the Courts of England and Wales.