HEADS UP LIMITED

TERMS OF BUSINESS

 This page (together with the documents referred to on it) contains the terms and conditions on which we will allow you (“you”) to access the services provided by Heads Up Limited (“us” or “we”) as listed on our website www.ukheadsup.com (“our site”) as you request (“Services”). 

Please read these terms and conditions carefully before ordering any Services from us or from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions (“Terms”). For the avoidance of doubt the definition “Services” in these Terms includes our mastermind services, our events, our training services, our conferences, our online courses and programmes, our subscription services and memberships and any other services that we shall provide at any time.

You should print a copy of these Terms for future reference.

For training, coaching and subscription services (or any other service where we invoice you as opposed to you paying online), by paying our invoice, you confirm that you have read, understand and agree to these Terms and Conditions. For events that we hold or any other services where you pay online, by submitting an order form, you confirm that you have read, understand and agree to these Terms and Conditions.

1. Information about us

1. www.ukheadsup.com is a site operated by Heads Up Limited. We are registered in England and Wales under Company Registration No: 8541858, VAT Registration No:162 675 395 and our registered office is: 124 City Road, London EC1V 2NX, UK.

1.2 We only use your personal information in accordance with our Privacy Policy that you can view at https://ukheadsup.com/privacy-policy/. Please take the time to read our Privacy Policy, as it includes important information which applies to you.

1.3 These terms should be read in conjunction with our Website Terms of Use (incorporating our Acceptable Use Policy). 

2. Warranties

2.1 By placing an order with us (online, by phone, email, in person or any other way), you warrant and agree that:

2.1.1 you are legally capable of entering into binding contracts;

2.1.2 if you are an individual, you are at least 18 years old;

2.1.3 you confirm that you have authority to bind any business on whose behalf you use our site to purchase Services;

2.1.4 in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms;

2.1.5 you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract;

2.1.6 where you are a corporate entity or a trust, charity, school, educational establishment or similar institution, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms;

2.1.7 you shall co-operate with us in all matters relating to the Services; and

2.1.8 you shall provide us, in a timely manner, with such information as we may require in order to properly provide the Services and ensure that such information is accurate in all material respects.

2.2 .We warrant to you that the Services purchased from us are of satisfactory quality and reasonably fit for the purpose for which the Services are supplied. Other than this, all warranties and representations in relation to the Services are excluded to the fullest extent permitted by law.

3. How the contract is formed between you and us

3.1 After placing an order with us (online, by phone, email, in person or any other way), you will receive an e-mail from us acknowledging that we have received your order (“Confirmation of Booking Email”) and containing your invoice (the “Invoice”). The Contract is formed at this point (the “Contract”). Please note that this does not mean that your order has been confirmed. We will confirm your order by email once payment has been received and, where appropriate, your tickets will be emailed to you.

3.2 The Contract will relate only to those Services as stated on the payment page of our site and/or as confirmed in the relevant invoice.

3.3 These Terms shall:

3.3.1 apply to and be incorporated into the Contract; and

3.3.2 prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by you, or implied by law, trade custom, practice or course of dealing.

4. Commencement, duration, postponement, cancellation, amendment non-availability and general application

4.1 We shall use our reasonable endeavours to supply the Services on the dates and at the times, when specified, in the applicable Invoice, on the order form, on our site or as otherwise agreed between us but time shall not be the essence of the Contract.

4.2 For Services where a date is to be arranged with you at a future point in time, we will confirm this date in writing and we shall use our reasonable endeavours to supply the Services on such date but again time shall not be the essence of the Contract.

4.3 There may be circumstances in which we need to cancel (rather than postpone) the Services. In such circumstances, we will provide you with a full refund of the amount paid for such Services and we will make every effort to provide you with such refund within 60 days of the date of cancellation.

4.4 There may be circumstances in which we need to postpone the Services or change the venue at which the Services are to be provided and if we do, we shall advise you of this as soon as we possibly can. If the postponement is for more than 6 months after the publicised date of the Services or the replacement venue is more than 50 miles away from the publicised venue, you may contact us to request a refund and we shall provide you with a full refund, again within 60 days of the date of cancellation.

4.5 We shall notify you of any cancellation or postponement of any Services or change to venue by emailing the email address that you provided us with and it is your responsibility to advise us of any change to your email address. We shall not be liable for any loss you suffer (such as travelling to the location where the Services were to be provided) arising out of you failing to see our email about any cancellation, postponement or change of venue.

4.6 We reserve the right to amend the agenda or programme of any of the Services at any time without any liability to you.

4.7 For the avoidance of doubt, whenever we provide a refund of the fees paid to us, we shall not be obliged to refund any travel or other expenses that you have incurred.

4.8 For any of the Services, we shall have the right to move an in person event to an online event or vice versa and shall give you as much notice as possible of this. We shall have no obligation to reduce payment or provide a refund in relation to any switch from in person to online Services (or vice versa).

4.9 Where we hold group sessions as part of the Services, if you fail to attend a session, unfortunately we will not be able to re-run that session or provide you with any refund. Where we are providing one to one Services and you fail to attend a session, we will do our best to reschedule the session but shall not be obliged to do so nor shall we be obliged to provide any refund.

4.10 Where the Services are to be provided from a venue owned, leased, licensed or arranged by you:

4.10.1 you shall ensure that all equipment and facilities requested by us (such as a private meeting room, overhead projector, flip charts, paper and pens) are available from at least an hour before the start time of the session for the duration of the session;

4.10.2 you shall be responsible for providing all refreshments and lunch (including for us and our team) during the training.

4.10.3 you shall ensure that all laws and regulations are complied with in relation to you holding the session at such venue and shall indemnify us for any loss, damage, fine, penalty, reasonable professional fees or any other liability that we suffer as a result of any person attending a session at such venue (other than as a direct result of our negligence).

4.11 Any online materials provided as part of the Services are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the provision of the Services but in the event that such content (or any content added by you or other participants) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

4.12 You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability which arises from any unauthorized use of your account.

4.13 If for any reason we provide you with ongoing access to our online materials following our discontinuation of such services or materials, you continue to use them at your own risk and we shall in no circumstance be liable for such materials being out of date or for any other such liability.

4.14 If we offer bonuses with any of our services, we shall have absolute discretion in deciding who is eligible for bonuses and how they are delivered. We may withdraw such bonuses at any time as we see fit.    

4.13 The materials we deliver as part of the Services do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances.

4.14 All warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, training and mentoring and the fact that so much is dependent on circumstances outside of our control, we do not guarantee any particular results.

4.15 Any content posted or submitted by you to our site, to a forum controlled or moderated by us or to our Facebook Group in the course of the Programme is subject at all times to the Acceptable Use Policy.

4.16 We may wish to photograph or film the delivery of our Services and reserve the right to do so for the purposes of promoting future events or otherwise. You consent to us (or any other person attending the session) photographing or filming you and any persons attending the session with you. If you do not wish to be photographed or filmed, let us know in advance and we will seat you so you are not photographed or filmed. You may take photographs (but not film) of the Event and with our prior consent may share them on social media using hashtags specified by us.

4.17 Where we state a duration for a programme or any other of our Services either on the order form or as otherwise communicated to you, if you do not complete the programme or such other of the Services within such period, we may, on notice to you of one month, withdraw your access to the programme or such other of the Services. This includes without limitation a failure by you to book in sessions to finalise the delivery of the Services. 

5. Price and payment

5.1 The price of the Services will be as quoted on our site from time to time (or in our invoice), or as agreed between us, except in cases of obvious error where the error could have reasonably been recognised by you as a mis-pricing.

5.2 We are under no obligation to provide the Services to you at an incorrect (lower) price, even after we have sent you a Confirmation Email, if the pricing error is obvious and could have reasonably been recognised by you as a mis-pricing.

5.3 Our fees exclude VAT, unless otherwise specified.

5.4 You may make payment via the methods that are specified on the Order Form or in the invoice. Where the payments are stated on the Order Form or invoice to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you. On termination, it is your responsibility to terminate any direct debit or recurring payment. 

5.5 Our fees do not include travel costs and we reserve the right to charge travelling expenses at a rate of 45p per mile or the price of first class return rail ticket and taxi fares. If travel overseas is agreed, you will reimburse us for business class air flights.

5.6 Our fees are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Invoice.

5.7 With the exception of payment for our mastermind services, payment for all Services must be made within 30 days of the date of our invoice and in any case in advance of the earliest date on which the Service is to be provided. Payment for mastermind services are payable on presentation of the invoice. 

5.8 If payment has not been received by the date on which the Services (or any part of them) are to be provided, we may, without liability to you, refuse to provide the Services as requested or at all.

5.9 Time for payment shall be of the essence of the Contract.

5.10 We may, without prejudice to any other rights we may have, set off any liability you have to us against any liability we have to you.

5.11 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of Santander UK Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and you shall pay the interest immediately on demand; and

(b) suspend all Services until payment has been made in full.

5.12 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 5.12 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

5.13 Any refunds that are owing to you under these Terms shall be payable within 60 days of the later of us agreeing to the refund and you providing bank details as to where the refund should be sent.

5.14 All fees and payments shall be non-refundable except as otherwise expressly stated herein.

5.15 If we have incurred travel costs (including advance costs like train tickets) or other expenses related to the Services, these will remain payable by you in the event of a cancellation or change of date.

6. Terms specific to our Coaching and Mentoring Services

6.1 Each session at which the Services are provided (Session) will last for a maximum of one hour and will either take place at your place of work or at a third party venue (as agreed between us) or over the internet or phone.

6.2 Subject to clauses 6.3 and 6.4, either of us may cancel a Session by notice in writing, by email or by telephone to the other no less than 48 hours prior to the start of the Session.

6.3 If you cancel a Session then you must pay the following cancellation fees:

6.3.1 no cancellation fee if you cancel a Session more than 48 hours before the start time of the Session; and

6.3.2 the full Session fee if you cancel the Session on or less than 48 hours prior to the start time of the Session.

6.4 If we cancel a Session, we will re-schedule the Session at the earliest mutually convenient time.

6.6 All discussions in a coaching or mentoring session will be kept strictly confidential by us (subject to clause 14 below) and we shall not be obliged to provide any details to the paying entity.

7. Terms specific to our Training Services (including our one year programmes)

7.1 If you have booked a full day’s training, the Services shall be provided between 9:30am and 4:30pm with a one hour break for lunch and two 15 minute breaks (unless otherwise expressly agreed).

7.2 If you cancel our one year programme, then you must pay the following cancellation fees:

7.2.1 no cancellation fee if you cancel the training more than 6 weeks before the commencement date of the term in which the first session of the training takes place (“Term Commencement Date”); and

7.2.2 50% of the full payment for the training if you cancel the training or change the date of the training on or less than 6 weeks before the Term Commencement Date but more than 14 days prior to the Term Commencement Date; and

7.2.3 If you cancel on or within 14 days of the Term Commencement Date you shall pay a 100% cancellation fee.

7.3 If you want to cancel or reschedule our stand alone training Services (i.e. not those that are part of a longer term programme), you may do so (subject to availability) without charge up to 14 days before the commencement date of the training. After this time, we reserve the right to charge an administration fee equal to 50% of the cost of the rescheduled session.

7.4 If we specify the number of attendees on a training course, we reserve the right to decrease or increase the numbers as we see fit without any obligation to refund any part of the payment to you. You must ensure that the training is not provided to more persons than the number specified for such training course. 

7.7 We make no guarantee about the results to be obtained from attending one of our training courses, as results are dependent on many factors, most of which are outside of our control. 

8. Terms specific to our Mastermind Services

8.1 For our Mastermind services, payment for mastermind services are payable on presentation of the invoice. 

8.2 There is a minimum 12 month term and if you decide not to continue with the sessions for any reason, we shall not be obliged to provide any refund. 

8.3 A payment of the full amount of the Mastermind Fee is required to secure your place in the Mastermind group. If after payment is made you wish to withdraw from the Mastermind, then only in cases where you have notified us in writing of such desired withdrawal at least 6 weeks before the start of the term in which the mastermind sessions commence,  we will refund you 50% of the payment that you have made to that point for the Mastermind. No other refunds will be made for any reason. 

8.4 If in exceptional circumstances we agree to split your invoice over a financial year or otherwise, for the avoidance of doubt, there remains a minimum 12 month term, the first invoice is payable upon presentation and the subsequent instalments remain due and payable as agreed between us in all circumstances. 

9. Terms specific to our events

9.1 All tickets for our events (including without limitation our conferences and multi-school training days) shall be non-refundable except as set out below. However, if you are unable to attend the Event for any reason you may contact us to provide us with the name of a substitute to attend the Event on your behalf and on receipt of this email we shall make such substitution and allow the substitute access to the Event. We may at our discretion charge an administration fee of up to £100 for making such substitution.

9.2 If you agree that we may include your details in any promotional materials relating to the Event and/or any materials used at the Event, we shall not be liable for errors or omissions contained in such information. Unless otherwise stated, the copyright for any such promotional materials and any materials used at the Event (including course notes, slides, brochures, articles and case studies) belongs to us and may not be reproduced in any medium without our prior written consent. You may use such materials for your own business purposes only and may not reproduce, publish or deal with such materials in any way for any commercial use. 

9.3 We reserve the right to change the published programme (including the publicised speakers) or materials as we think fit.

9.4 If you want to cancel your ticket for an Event you will receive a full refund if we receive your cancellation request in writing at least 28 days before the date of the Event.

9.5 If we receive your written notice of cancellation between 28 days and two weeks before the date of the Event, we will only refund you 50% of the amount you paid to attend the Event.

9.6 If we receive your written notice of cancellation less than two weeks before the date of the Event, we will not provide any refund of the price paid.

9.7 If we indicate the number of attendees on a training course, we reserve the right to decrease or increase the numbers as we see fit without any obligation to refund any part of the payment to you.

Terms specific to Services held in third party venues

Where any of the Services are held in third party venues arranged by you or us:

10.1 you agree to comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with such policies and rules (and we shall not be obliged to refund you any amounts paid in relation to such Services);

10.2 you are responsible for your own belongings that you take to a Service and neither we nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings;

10.3 you agree to reimburse us in full and indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue;

10.4 if you act in any way which in our opinion is likely to cause any harm or nuisance to any person at the third party venue, you will be required to leave the venue and we shall not be liable to refund your fees or any other payment you have made;

10.5 you shall be responsible for making and paying for your own travel and accommodation arrangements to and from the third party venue. If you are late or prevented from attending due to travel delays or any other circumstances, we shall not be obliged to provide you with a refund or to wait to start until you arrive. Refreshments shall be provided as set out on our website; and

10.6 if you have any disability or medical condition that requires us to make special arrangements for you or any special dietary requirements, please contact us as soon as possible and in any event at least 2 weeks prior to the commencement date of the Services and we will make reasonable adjustments to provide for your disability or medical condition.

10.7 you shall indemnify us and keep us indemnified against any and all costs, claims or fines suffered or incurred by us or the venue as a result of any claim for photographs taken by you at the Venue or where you have breached data privacy or privacy rights.

11. Intellectual property rights

11.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and all content within the materials provided as part of the Services (“Materials”) and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials or the content of the Materials to you or to any other person.

11.2 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or Materials contained in the Services.

11.3 We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Services were provided only.

11.4 Except as set out in paragraph 11.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.

11.5 You may not without our prior written consent make any audio or visual recordings of any part of our Materials or Services. 

11.6 We may from time to time record the Services being delivered during your attendance. If you have consented to us using your image and voice in any such recordings, there shall be no requirement for any payment, other condition or need for further consent.

11.7 You acknowledge that certain information contained in the Materials and the Services is already in the public domain.

11.8 You are not permitted to sell or promote products or services to other participants in the Services at or during any part of our Services without our prior written permission.

11.9 Nothing in our training, events, coaching or other services, in any format (including but not exclusively written, spoken, record) constitutes legal advice and should not be treated as such. Employment law is a complex area and you should always seek expert advice on legal issues.

11.10 The provisions of this paragraph 11 shall survive termination of the Contract.

12. Our liability

12.1 This condition 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants, and subcontractors) to you in respect of:

12.1.1 Any breach of the Contract including any deliberate breach of this Contract by us, or our employees, agents or subcontractors;

12.1.2 Any use made by you of the Services or any part of them; and

12.1.3 Any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these conditions limits or excludes our liability:

12.3.1 For death or personal injury resulting from our negligence; or

12.3.2 For any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or

12.3.3 For any other liability which cannot be excluded by law.

12.4 Subject to condition 12.2 and condition 12.3:

12.4.1 We will not be liable for loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

12.4.2 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price received by us from you for the Services.

12.5 If our performance of our obligations under the Contract is prevented or delayed by any act or omission on your part, or that of your agents, subcontractors, consultants or employees, we will not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.

12.6 You will be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract, subject to us confirming such costs, charges and losses to you in writing.

12.7 We shall not be liable for additional costs incurred by you as a result of changes in (i) any subscription services, (ii) any of the materials provided as part of the Services, (iii) the location of venues, (iv) the time and date of sessions or (v) the identity of trainers, instructors or coaches.

12.8 We will endeavour to ensure that all information that we provide as part of the Services is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

13 Termination

13.1 Either of us may terminate the Contract immediately by providing written notice to the other if the other is in material breach of any of these Terms or the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence).              

13.2 We may terminate the Contract immediately (without any liability to provide any refund to you) if we reasonably feel that:

13.2.1 you are disrupting the group sessions or for any other reason where we reasonably feel that your presence is adversely impacting on the sessions or the Services; or

13.2.2 you commit any fraud or dishonesty or act in any manner which brings or is likely to bring us into disrepute or is materially adverse to our interests;

13.3 On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under the Contract.

13.4 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of either of us as at the date of termination, including the right to claim in respect of any breach of the Contract that existed at or before the date of termination.

13.5 Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of the Contract, including the following clauses: clause 14 (Confidential Information), this clause 13, clause 12 (Limitation on liability) and clause 25 (Governing law and jurisdiction).

13. Relationship of Parties

Nothing in the Contract shall make us your agents or representatives, or an employee, agent or partner of yours and you shall not hold us out as being such.

14. Confidentiality

14.1 Each of us shall at all times respect confidentiality (and take reasonable steps to ensure that each of our consultants, employees and agents shall respect confidentiality) and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any confidential information of the other or a third party other than for the purposes for which the Services are being provided.

14.2 The restriction in clause 14.1 does not apply to:

14.2.1 any use or disclosure authorised by you or required by law;

14.2.2 any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or

14.2.3 any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.

14.2 You are responsible for keeping secure and confidential all paper copies of all work completed by us.

14.3 You must not use any of the matters discussed or corresponded about by other participants in the group within the Sessions to further your own purposes to the possible detriment of any member of the group.

15. Written communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

16. Notices

16.1 All notices given by you to us must be given to Heads Up Limited at 124 City Road, London EC1V 2NX, UK or via our contact us page.

16.2 We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served 48 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17. Transfer of rights and obligations

17.1 The Contract between you and us is binding on you and us and on our respective successors and assigns.

17.2 1You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

17.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

18. Events outside our control

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

18.2.1 Strikes, lock-outs or other industrial action;

18.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

18.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;

18.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

18.2.5 Impossibility of the use of public or private telecommunications networks;

18.2.6 The acts, decrees, legislation, regulations or restrictions of any government; and/or

18.2.7 Failure on the part of our subcontractors.

18.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

19. Waiver

19.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

19.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

19.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 16 above.

20. Severability

If any of these Terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

21. Entire agreement

21.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Contract.

21.2 We each acknowledge that, in entering into a Contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions.

21.3 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Our right to vary these terms and conditions

22.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in any of the Services.

22.2 You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Invoice (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Confirmation Email).

23. Rights of third parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

24. Law and jurisdiction

24.1 Contracts for the purchase of Services through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.

24.1 Any dispute or claim arising out of or in connection with the Contract or its formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.