Delta Channel Service Ltd Terms and Conditions

About Us

This website, www.deltachannels.com, is owned and operated by Delta Channel Service Ltd.

Registered in England. Company No 7181067

Registered Office

Brookfields
Little London Rd
Silchester
Berkshire
RG7 2PP
United Kingdom.

Tel: (Registered Office) 01189701863

Email: johnmiller@deltachannels.com

If you need to contact us please use the details above.

Online Purchases.

All prices for products and online subscriptions on the ‘Buy Now’/Shop page of this website are displayed in US Dollars and are exclusive of VAT at the current rate (no delivery is charged). All products are charged for in full at time of purchase. Online Subscription prices are charged annually in advance. If you are based within the UK, VAT at a rate of 20% will be applied to your order at checkout. If are based outside of the UK no VAT will be added.

PayPal Acceptance Mark

We use PayPal to take payments.

PayPal Terms and Conditions >>

To purchase, please visit the “Buy Now” page link at the top of any page. Choose a product and click the “Add To Cart” button underneath your chosen product (for delivery options please see notes below). You may add as many items as you wish to your cart by clicking the “continue shopping link” on the shopping cart page or returning to the “Buy Now” page. If you have a discount voucher or coupon you may apply this from the shopping cart by entering the coupon number and clicking “Apply Coupon”. You can change quantities of products in your shopping cart by entering the quantity desired followed by the “Update Cart” button. If you wish to remove product(s) from the cart delete product(s) by clicking the delete (X) button followed by the “Update Cart” button. You may return to your cart at any time by clicking on the Shopping Cart icon at the top of every page.

Once you are ready to make your purchase(s), click the “Proceed to Checkout” link at the bottom of the shopping cart page.

You will then be asked to create an account or login if you already have an account. In order to create an account you will need to enter your billing details: Name, Company Name, Email Address, Telephone, Address and create a username and password.

If you are an existing user, you can login with your existing username and password.

Please Note: We do not store credit card details nor do we share financial details with any 3rd parties.

Once you have either created an account or logged in, click the “Proceed to PayPal” button at the bottom of the checkout page to be transferred to the secure PayPal website to make your payment. You may pay via your PayPal account or select the Pay by Credit Card or Debit Card option to complete your payment. Once your payment has been completed you will be returned to the Delta Channel Service Ltd website user account area where you will see your invoice confirmation. You can view your invoices, change your details and access downloadable Products and Online Subscriptions from your account area which can be accessed here >>

If you do not have a PayPal account, you can pay securely using your Credit card or Debit card.

Delivery of your Products/Online Subscriptions

There is no delivery charge for any Products/Subscriptions purchased through the Delta Channel Service Ltd website.

Custom Quotes

If you require a Quote for a Custom Partner App , please submit the Get a Custom Quote Order form >> and we will respond within 1 working day with a quote and details of how to pay online via the website. Please allow 14 days from payment confirmation for delivery of your product via email from Delta Channel Service Ltd.

Online Subscriptions

If you purchase an annual online subscription to DeltaAssessor or any Delta Partner Manager App by annual online subscription, you will be able to access your subscription immediately after completing payment by clicking the icon in your account area. If you purchase an custom version annual online subscription you will be contacted with details of how to access your subscription (please allow 48 hours for access).

Online Subscription Renewals

You will receive an email notification 30 days before your subscription is due to expire. You may login to your Member Area to renew your subscription for a further year. If you do not renew your subscription before it expires, access to your subscription will be blocked. However you may purchase the subscription for a further year at any time. This will be valid for 1 year from the date of purchase.

Returns/Cancellations.

From 13 June 2014 the Consumer Contracts Regulations, which implement the Consumer Rights Directive in UK law, came into effect. The regulations apply to items bought online, at a distance, or away from a trader’s premises (for example, at home or at work). They replace the Distance Selling Regulations and Doorstep Selling Regulations. They also make it an obligation for traders to give consumers certain information, outlined below. By law consumers have the right to cancel the purchase of most items within 14 days without giving any reason.

If you are unhappy with your purchase please contact us using the contact details above within 14 days after the day you received your items(s) and we will respond within 48 hours.

Interpretation

• The following definitions and rules of interpretation in this clause apply in these Terms and Conditions.

Data means any data, including data purchased from partner companies and list owners, provided by Delta Channel Service Ltd to the Client under the terms of this Agreement.

Data Controller, Data Subject, Personal Data, processing and process shall have the meaning set out in section 1(1) of the Data Protection Act 1998 (“the Act”).

Data Protection Requirements means the Act, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, and the equivalent of any of the foregoing in any relevant jurisdiction.

Email Data means any Data containing email addresses.

Client means the purchaser/user of the Data license at the business location/office/site, as named in the contract.

Expiry Date means the date on which the 12 Month Multi-Use Licence expires, which shall be 12 months from the date of delivery of the subscription access to the Client.

Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

Delta or DCS means Delta Channel Service Ltd.

Unauthorised Use means any unauthorised usage including disclosure, transfer, resale, use by a company location or office other than the licenced location, re-use of the App  Licence, re-use or continued use of the App under the 12 Month Multi-Use Licence after the Expiry Date, data capture, copying or modification of the App in part or in whole.

References to “includes” or “including” shall be deemed to have the words “without limitation” inserted after them.

 

 

Fees and Payments

• Delta Channel Service Ltd will invoice the Client for the Data within 7 days of the provision of the subscription if not completed on-line. The Client must pay all invoices in full, without deduction within 30 days of the invoice date.

• If any invoice has not been paid in full by its due date, then Delta Channel Service Ltd may charge the Client, and the Client shall pay Delta Channel Service Ltd on demand, interest on the unpaid amount at the rate of 5% per annum from the due date for payment until payment is received in full by Delta Channel Service Ltd.

• All amounts due under this Agreement shall be paid by the Client in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

• Intellectual Property Rights

• The Client acknowledges that all Intellectual Property Rights in the Partner Apps shall belong to Delta Channel Service Ltd and the Client shall have no rights in the Data other than the right to use it in accordance with the terms of this Agreement.

Data Protection

• The Client shall comply with all its Data Protection Requirements in countries where the Partner Data is to be used.

• The Client warrants that it is registered under the applicable Laws or Acts in respect of the collation, processing and use of information and data derived from the Partner Data.

• The Client shall indemnify Delta Channel Service Ltd for any cost, claim or expense arising as a result of the Client breaching any Data Protection Requirements or causing Delta Channel Service Ltd to be in breach of any Data Protection Requirements of Delta Channel Service Ltd’s obligations to third party Data owners.

Limitation of Liability

• Nothing in these Terms and Conditions is intended to exclude Delta Channel Service Ltd’s liability for:

• death or personal injury caused by Delta Channel Services Ltd’s liability;

• fraud or fraudulent misrepresentation; or

• any other liability that cannot be excluded or limited by law.

• Delta Channel Service Ltd shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

• any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

• any loss or corruption (whether direct or indirect) of the Data or information;

• loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);

• any loss or liability (whether direct or indirect) under or in relation to any other contract; or

• any costs or penalties associated with changes to the Data volumes delivered.

• Notwithstanding any terms of this Agreement, Delta Channel Service Ltd’s liability in respect of, or arising from the Data shall not exceed the fees paid by the Client to Delta Channel Service Ltd under this Agreement.

 

Termination

• Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with immediate effect by giving written notice to the other party if:

• the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

• the other party commits a material breach of any term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

• the other party shall cease carrying on business in the normal cause, or shall call a meeting of its creditors or make a proposal for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for the purpose of considering a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or it is the subject of an administration order.

• Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

• Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

• On any termination of this Agreement for any reason or on the Expiry Date, the Client shall immediately pay any outstanding amounts owed to the Delta Channel Service Ltd under this Agreement and, within a reasonable period of termination or expiry ensure that there is no further use or retention of the information in any of the Client’s products or applications.

• On any termination of this Agreement for any reason or on the Expiry Date, the Client shall, as soon as reasonably practicable, return to Delta Channel Service Ltd or destroy all Data and both parties shall take the same steps in respect of any other information, software, and other materials provided to it by the disclosing party in connection with this Agreement including any information and materials that would be regarded by a reasonable business person as confidential.

General Provisions

• Delta Channel Service Ltd reserves the right to amend these Terms and Conditions from time to time by giving reasonable notice to the Client.

• This Agreement and any documents referred to in it shall supersede all previous agreements and shall represent the entire agreement between the parties relating to the subject matter of the Agreement.

• No failure or delay by Delta Channel Service Ltd to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy.

Laws and Jurisdiction

• This Agreement and any dispute or claim arising out of or in connection with its subject matter shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to resolve any disputes between them arising under or in connection with this Agreement.

 

DCS PARTNERASSESSOR – MASTER SUBSCRIPTION AGREEMENT THIS MASTER SUBSCRIPTION AGREEMENT

GOVERNS CUSTOMER’S ACQUISITION AND USE OF DCS SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF DCS SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. DCS’s direct competitors are prohibited from accessing the Services, except with DCS’s prior written consent.

This Agreement was last updated on 3rd July, 2020. It is effective between Customer and DCS as of the date of Customer’s accepting this Agreement.

DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means DCS services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. “Content” means information obtained by DCS from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-DCS Applications.

“Free Services” means Services that DCS makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and DCS or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. “Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by DCS, including associated DCS offline or mobile components, as described in the Documentation.

“Services” exclude Content and Non-DCS Applications. “DCS” means the Delta Channel Service Ltd company described in the “DCS Contracting Entity, Notices, Governing Law, and Venue” section below.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by DCS without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, DCS at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

DCS RESPONSIBILITIES

Provision of Purchased Services.

DCS will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable DCS standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which DCS shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond DCS’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving DCS employees), Internet service provider failure or delay, Non-DCS Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to DCS’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

Protection of Customer Data. DCS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Except with respect to a free trial, the terms of the data processing addendum (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by DCS, its Processor Binding Corporate Rules, the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, DCS will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, DCS will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

DCS Personnel. DCS will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with DCS’s obligations under this Agreement, except as otherwise specified in this Agreement.

Beta Services. From time to time, DCS may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion.

Free Trial. If Customer registers on DCS’s or an Affiliate’s website for a free trial, DCS will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by DCS in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL ; THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY DCS” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND DCS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DCS’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, DCS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO DCS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

Free Services. DCS may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that DCS, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that DCS will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if DCS terminates Customer’s account, except as required by law DCS will provide Customer a reasonable opportunity to retrieve its Customer Data. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY DCS” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND DCS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DCS’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, DCS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE.

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO DCS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

USE OF SERVICES AND CONTENT

Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by DCS regarding future functionality or features.

Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, DCS may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding DCS’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon DCS’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-DCS Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify DCS promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement,  Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-DCS Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in DCS’s judgment threatens the security, integrity or availability of DCS’s services, may result in DCS’s immediate suspension of the Services, however DCS will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-DCS Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-DCS Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of DCS intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

Removal of Content. If Customer receives notice that Content must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in DCS’s judgment continued violation is likely to reoccur, DCS may disable the applicable Content or Service. If requested by DCS, Customer shall confirm such deletion and discontinuance of use in writing and DCS shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if DCS is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, DCS may discontinue Customer’s access to Content through the Services.

FEES AND PAYMENT

 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment. Customer will provide DCS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to DCS. If Customer provides credit card information to DCS, Customer authorizes DCS to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, DCS will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to DCS and notifying DCS of any changes to such information.

 

Overdue Charges. If any invoiced amount is not received by DCS by the due date, then without limiting DCS’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) DCS may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

 

Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized DCS to charge to Customer’s credit card), DCS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, DCS will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

Payment Disputes. DCS will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

Taxes. DCS’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If DCS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, DCS will invoice Customer and Customer will pay that amount unless Customer provides DCS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, DCS is solely responsible for taxes assessable against it based on its income, property and employees.

 

PROPRIETARY RIGHTS AND LICENSES

Reservation of Rights. Subject to the limited rights expressly granted hereunder, DCS, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.

License by Customer to DCS. Customer grants DCS, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-DCS Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for DCS to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement

License by Customer to Use Feedback. Customer grants to DCS and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of DCS’s or its Affiliates’ services.

 

CONFIDENTIALITY

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of DCS includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional DCS services.

 

Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, DCS may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform DCS’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

DCS Warranties. DCS warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) DCS will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, DCS will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 9.

 

MUTUAL INDEMNIFICATION  Indemnification by DCS. DCS will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by DCS in writing of, a Claim Against Customer, provided Customer (a) promptly gives DCS written notice of the Claim Against Customer, (b) gives DCS sole control of the defense and settlement of the Claim Against Customer (except that DCS may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives DCS all reasonable assistance, at DCS’s expense. If DCS receives information about an infringement or misappropriation claim related to a Service, DCS may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching DCS’s warranties under “DCS Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by DCS, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-DCS Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

 

Indemnification by Customer. Customer will defend DCS and its Affiliates against any claim, demand, suit or proceeding made or brought against DCS by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-DCS Application provided by Customer, or (c) the combination of a Non-DCS Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against DCS”), and will indemnify DCS from any damages, attorney fees and costs finally awarded against DCS as a result of, or for any amounts paid by DCS under a settlement approved by Customer in writing of, a Claim Against DCS, provided DCS (a) promptly gives Customer written notice of the Claim Against DCS, (b) gives Customer sole control of the defense and settlement of the Claim Against DCS (except that Customer may not settle any Claim Against DCS unless it unconditionally releases DCS of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against DCS arises from DCS’s breach of this Agreement, the Documentation or applicable Order Forms.

 

Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.

 

LIMITATION OF LIABILITY

Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

TERM AND TERMINATION

Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated. 11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at DCS’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, DCS will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by DCS in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to DCS for the period prior to the effective date of termination.

Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-DCS Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as DCS retains possession of Customer Data. 12. GENERAL PROVISIONS

Entire Agreement and Order of Precedence. This Agreement is the entire agreement between DCS and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, DCS will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

DCS Contracting Entity, Notices, Governing Law, and Venue. The DCS entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that h

 

Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

Laws and Jurisdiction

• This Agreement and any dispute or claim arising out of or in connection with its subject matter shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to resolve any disputes between them arising under or in connection with this Agreement.

WEBSITE DISCLAIMER for www.deltachannels.com

1.USE OF WEBSITE

1.1 You are permitted to use our website for your own purposes and to print and download material from this Website provided that you do not modify any content without our consent. Material on this website must not be republished online or offline without our permission.

1.2 The copyright and other intellectual property rights in all material on this Website are owned by us and must not be reproduced without our prior consent.

1.3 Subject to paragraph 1.1, no part of this Website may be reproduced without our prior written permission.

2.VISITOR CONDUCT

2.1 With the exception of personally identifiable information, the use of which is covered under our Privacy Policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise to the contrary we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.

2.2 When using this website you shall not post or send to or from this Website any material for which you have not obtained all necessary consents, is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom.

3.SITE UPTIME

3.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this website is unavailable at any time.

4.LINKS TO AND FROM OTHER WEBSITES

4.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content.

4.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website and you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us.

4.3 If you choose to link to our website in breach of Paragraph 4.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.

5.EXCLUSION OF LIABILITY

5.1 We take all reasonable steps to ensure that the information on this Website is correct. However, we do not guarantee the correctness or completeness of material on this Website. Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website), shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our website. This exclusion shall include servicing or repair costs and, without limitation, any other direct, indirect or consequential loss.

6.LAW AND JURISDICTION

This Legal Notice shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with this Legal Notice are subject to the exclusive jurisdiction of England and Wales.