Terms & Conditions
WORK WALLET Limited Licence terms and conditions
1. Definitions and Interpretation
1.1 In these Conditions the following words and expressions have the following meanings unless inconsistent with the context:
the costs of Additional Services, any expenses, any taxes, duties or other charges levied by any Governmental or authority in respect of or by reason of the licensing of the Services and any other additional charges payable by the Customer in addition to the Price;
any services to be provided by the Licensor to the Customer pursuant to the Licence which are in addition to the Services, as agreed to be provided by the Licensor as detailed in the Additional Services Order or as otherwise agreed;
“Additional Services Order”
means the specific details of any Additional Services agreed to be performed in accordance with Condition 8.4;
the Customer’s designated provider of User Authentication Emails and the recipient of an Administrator Authentication Email;
“Administrator Authentication Email”
an email sent by the Licensor which includes a link enabling a Customer to establish an Administrator;
means those of the Customers’ employees authorised to use the Services;
these terms and conditions amended from time to time in accordance with Condition 25;
without limitation, business, commercial, economic, financial, operational, technical, administrative, marketing, planning and staff information and data relating to the Supplying Party or its interests disclosed including any Intellectual Property Rights to the Receiving Party whether before, during or after the term of the Licence, whether in written, oral, pictorial or any other form, and all information, data, know-how, trade secrets, formulae, processes, designs, photographs, drawings, specifications, software programs, samples or other material attributable to or deriving its existence from the provision of the Deliverables. “Supplying Party” and “Receiving Party” shall have the meanings ascribed in Condition 1414;
all costs, (including but not limited to any legal fees (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor (either directly or by a third party) including disbursements, VAT and other expenses;
the person, company or body which has accepted these Conditions as set out in the Licence Order Form;
means as defined in Condition 2.4;
“Intellectual Property Rights”
all patents, industrial designs, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography 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 and “Intellectual Property Right” means any one of the Intellectual Property Rights;
a non-exclusive licence from the Licensor to the Customer to utilise the Services for the Term in accordance with these Conditions and as more particularly defined in the Licence Order Form;
WorkWallet Limited a company incorporated in England and Wales with company number 10315489 whose registered office is at Friar Gate Studios, Ford Street, Derby, DE1 1EE;
“Licence Order Form”
the specific details of the Licence set out in writing prior to entering into the Licence;
the price due from the Customer in return for the Licence on a per User basis and as may be reviewed from time to time by WorkWallet in accordance with Condition 4.4;
means any proposal, estimate, scope of works or quotation provided to a Customer in relation to the provision of Additional Services;
the provision of a cloud based management system and connected to mobile application as more particularly defined on the Site;
the Licensor’s portal at https://portal.work-wallet.com;
means as defined in Condition 3.1;
means as defined in Condition 4.1;
any sum due to the Licensor under the Licence which has not been paid by the Customer to the Licensor by the relevant due date for payment;
a single email address which has been authenticated for use through a User Authentication Email and made available to a single eligible individual identified by the Customer;
“User Authentication Email”
an email sent by the Administrator to an eligible individual identified by the Customer in order to create an individual User account;
means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
any day from Monday to Friday other than a statutory holiday or public holiday in England; and
9:00 to 17:00 GMT on any Working Day.
1.2 References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force from time to time, and any subordinate legislation made from time to time under the relevant statute or statutory provision.
1.3 References to “persons” include natural persons, firms, partnerships, companies, corporations, associations and organisations, (in each case whether or not having separate legal personality).
1.4 Use of any gender includes the other genders.
1.5 Words in the singular include the plural and words in the plural include the singular.
1.6 Any reference to “writing” or any cognate expression includes communications by post and email but excludes facsimile and text messages.
1.7 The headings to Conditions do not affect the interpretation of these Conditions.
1.8 Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.
2. Basis of Licence
2.1 These Conditions shall apply to the Licence by the Licensor of the Services to the Customer and the provision of any Additional Services agreed from time to time and these Conditions shall govern the Licence to the exclusion of any other terms and conditions introduced or submitted by the Customer.
2.2 No variation of these Conditions shall be binding unless agreed in writing by a director of the Licensor and no collateral or supplemental contract may be made or construed unless confirmed in writing by a director of the Licensor.
2.3 Each order for a Licence for the Services shall be submitted by the Customer via the Site or otherwise in writing in a form agreed by the Licensor, and shall be deemed to be an offer by the Customer to licence the relevant Services from the Licensor subject to these Conditions.
2.4 These Conditions shall become binding on the Customer when:
(a) the Licensor accepts in writing the order placed by the Customer and confirms the terms of the Licence in the Licence Order Form; and
(b) the Licensor notifies the Customer that the Services are available by sending the Customer an Administrator Authentication Email or otherwise commence delivery of the Services;
whichever is the earlier, at which point the Licence shall come into existence between the Licensor and the Customer (“Effective Date”).
2.5 Where the Licensor confirms the details of the Licence in writing, the Customer shall be under a duty to bring any discrepancies to the Licensor’s notice within 3 days of receipt of the written confirmation or Administrator Authentication Email, and if the Customer fails to bring any such discrepancies to the Licensor’s notice within such time period, the Customer shall be bound by the details contained, mentioned or referred to in the Licence Order Form.
2.6 The Licensor’s employees or agents are not authorised to make any representations concerning any Licence or the Services unless confirmed by the Licensor in writing. In entering into the Licence the Customer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Condition excludes the Licensor’s liability for fraudulent misrepresentation.
2.7 The Licensor shall not be obliged to grant a Licence to the Customer and reserves the right to refuse to accept from the Customer at its sole discretion.
2.8 In the event that the Customer wishes to cancel the Licence, or any part of the Licence for any reason, it may only do so with the written consent of a director of the Licensor and on the terms that the Customer shall indemnify the Licensor in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Licensor as a result of cancellation.
2.9 In the event that the Licensor wishes to cancel the Licence, or any part of the Licence, other than in accordance with Condition 16.1, it may do so in its sole discretion and on the terms that the Licensor shall refund up to such proportion of the Price as relates to the remaining Term, subject to any deductions or withholdings as a result of any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Licensor as a result of any failure of the Customer to co-operate with the Licensor’s reasonable instructions.
2.10 Any typographical, clerical or other omission whether on the Site, in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Licensor shall be subject to correction without any liability on the part of the Licensor.
2.11 The images and descriptions of the Services on the Site are for illustrative purposes only. Although the Licensor has made every effort to ensure their accuracy, the Licensor cannot guarantee that they accurately reflect the appearance or functioning of the Services on every computer. The operation of the Services may differ from that shown.
3.1 Unless stated to the contrary in the Licence Order Form, the Licence is granted for a rolling calendar month period commencing on the Effective Date, continuing thereafter unless or until terminated either in accordance with the provisions of Condition 16 or on the provision of 1 calendar months’ written notice from the Customer to the Licensor, such notice not to expire until the expiration of a calendar month (“Term”).
4.1 The Price is as set out in the Licence Order Form, calculated on a monthly basis to reflect the number of Users making use of the Services during the previous calendar month (“Total Price”).
4.2 Any Additional Charges are as notified to the Customer by the Licensor in writing from time to time.
4.3 The Licensor reserves the right to charge the Customer, as an Additional Charge, for any Additional Services undertaken over and above those set out in the Licence Order Form and for any Additional Services required as a result of any instructions supplied by the Customer being incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form.
4.4 The Licensor shall be entitled to review and increase the Price to take effect at the start of each calendar year on 30 days’ prior notice to the Customer and the Price shall be deemed to have been amended accordingly.
4.5 Unless otherwise stated in writing, the Total Price quoted is inclusive of VAT or any other sales tax which will be charged at the rate in force at the time of despatch.
4.6 For the avoidance of doubt, the Total Price is non-cancellable and non-refundable.
5. Payment Terms
5.1 The payment terms in these Conditions apply save to the extent that they are inconsistent with any specific payment terms otherwise agreed in writing between the parties.
5.2 Payment of the Total Price is due one calendar month after the Effective Date by way of debit or credit card or direct debit directly to the Licensor.
5.3 The Licensor shall be entitled to invoice the Customer for any Additional Charges as and when the Additional Charges arise.
5.4 The Customer shall pay each invoice from the Licensor without any set-off or other deduction within 5 Working Days of the Licensor’s request for such payment by way of bank transfer to such account notified in writing by the Licensor from time to time.
5.5 The time of payment of the Total Price and any Additional Charges shall be of the essence of the Licence.
5.6 Unless otherwise agreed in writing any payment received by the Licensor from a Customer must be paid in pounds sterling. Payment made in any other currency or by any other method will not be deemed to be payment for the Licence, and the Customer will be liable for any additional Costs this may incur.
5.7 If the Customer fails to pay in full in accordance with Clause 5.2 or any invoice from the Licensor relating to Additional Charges by the date set out in Clause 5.4 above, or in any other way breaches the terms of this Licence without prejudice to any other right or remedy the Licensor may have:
(a) the Licensor may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services including but not limited to the Site and the Licensor shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base rate, set by the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and
(c) the Customer shall indemnify the Licensor for all reasonable costs that are reasonably incurred the Licensor (either directly or indirectly or by a third party) in seeking or securing payment of any Unpaid Amount or otherwise pursuing any claim for damages for breach of the Licence. This indemnity shall apply whether or not the Customer has been negligent or at fault. For the avoidance of doubt, the limitations set out in Condition 12, do not apply to the indemnity in this Condition 5.7(c).
5.8 Unless otherwise agreed in writing by the Licensor, all queries from the Customer regarding the Total Price or any invoice for Additional Charges must be received prior to the date on which payment falls due.
6. Risk and Title
6.1 The Services are licenced to the Customer, not sold, and no title to any Services shall pass to the Customer under any circumstances.
7.1 The Services are as set out in the Licence Order Form and as otherwise described on the Licensor’s Site.
7.2 The Licensor reserves the right to change, modify, remove or replace any Services at any point and without notice to the Customer in order to comply with any applicable software or statutory requirements, provided that such changes do not materially affect the nature, cope of, or the Price for the Services.
8. Additional Services
8.1 Where the Customer wishes to purchase any Additional Services from the Licensor it shall notify the Licensor either in writing by way of email, via the Site or by telephone, setting out all information as is reasonably required by the Licensor to enable it to consider a Proposal.
8.2 As soon as reasonably practicable, the Licensor shall provide a Proposal to the Customer in relation to its request for Additional Services or, alternatively, notify the Customer that it is unable to provide such Additional Services at that time.
8.3 Where a Proposal is submitted in accordance with Condition 8.2 above, it shall remain valid for 90 days.
8.4 If a Customer wishes to instruct Customer to perform Additional Services in accordance with a Proposal submitted in accordance with Condition 8.2 above, it shall notify the Licensor in writing and in response the Licensor shall issue an Additional Services Order to the Customer.
8.5 Each Additional Service Order shall:
(a) be given in writing;
(b) specify the nature of the Additional Services to be performed; and
(c) specify the timetable for performance of the Additional Services and any key milestones.
8.6 In the event that the Customer wishes to cancel an Additional Services Order, it may only do so with the Licensor’s written consent and on terms that the Customer shall indemnify the Licensor in full against all loss, costs (including the cost of labour and materials), damages, charges and expenses incurred by the Licensor as a result of the cancellation.
9. Access to the Services
9.1 The Customer is responsible for configuring their own information technology, computer programmes and hardware in order to access the Services and should use their own Virus protection software. The Licensor is not responsible for any failure to access the Services as a result of the incompatibility of the Customer’s computer programmes or hardware.
9.2 Whilst the Licensor endeavours to ensure that the Services are normally available 24 hours a day, the Licensor shall not be liable if for any reason the Services are unavailable at any time or for any period.
9.3 Access to the Services may be suspended temporarily and without notice in the case of, system failure, maintenance or repair or for reasons beyond the Licensor’s control.
9.4 If, for any reason, the Services are defective or not accessible, the Licensor shall commence remedial work as soon as reasonably practicable in the circumstances, and shall use its reasonable endeavours to remedy any such problem, save that nothing shall require the Licensor to carry out such work outside Working Hours.
10. Use of the Services
10.1 The Customer is solely responsible for the appropriate use, and the Administrator’s and Users’ appropriate use, of the Services.
10.2 The Customer will co-operate with, and follow the reasonable instructions of, the Licensor in all matters relating to the Services.
10.3 The Customer:
(a) may vary the number of Users, who access the Services on a monthly basis;
(b) may copy any part of the Services where such copying is an incidental result of accessing the Services;
(c) may copy any part of the Services which is identified as available for download, provided that such copies are deleted on expiry of the Licence;
(d) may print any part of the Services which is made available in a PDF or otherwise print-ready format, provided that the Customer prints only the minimum number of copies reasonably necessary and that such copies are destroyed on expiry of the Licence;
(e) shall not make copies or print any part of the Services save as set out in this Condition 10.3; and
(f) shall not rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify any part of the Services.
10.4 The Customer warrants that each User will:
(a) keep confidential any user name or password to any other person or permit anyone else to access the Services using their user name or password;
(b) not use the Services for anything other than their intended purpose, as determined by the Licensor and including, but not limited to the requirements of this Condition 10; and
(c) not use the Services for any purpose which the Licensor, acting in their sole discretion, believes to be offensive, defamatory, discriminatory, intended to deceive others, promoting or constituting any illegal activity, likely to damage, disable, impair or compromise the Services or the Licensor’s systems or otherwise not an intended use.
10.5 The Customer shall prevent any unauthorised access to, or use of, the Services which shall include access to or use of the Site, and, in the event of any such unauthorised access or use, shall notify the Licensor promptly.
10.6 The rights provided under this Condition 10 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
10.7 The Customer warrants that the Administrator shall:
(a) send User Authentication Emails only to individuals who meet the requirements of this Condition 10;
(b) keep, and ensure that Users keep, confidential any user name and password assigned to them and shall be responsible for protecting and securing said user names and passwords;
(c) shall maintain accurate and up-to-date records of the Users;
(d) prevent, so far as is reasonably possible, any unauthorised or improper use of the Services, including any use which is contrary to this Condition 10; and
(e) notify the Licensor of any actual or anticipated unauthorised or improper use of the Services, including but not limited to use contrary to this Condition 10 or a User being or becoming affiliated with a competitor of the Licensor, as soon as the Customer or Administrator becomes reasonably aware of this.
10.8 The Customer shall not make use of the Services or any part thereof for any purpose which may reasonably be considered to be in competition with the Licensor’s business.
11. Customer Obligations
11.1 The Customer warrants that it will carry out any and all actions reasonably required by the Licensor for the purpose of providing the Services and any Additional Services within a reasonable period of time.
11.2 If the Licensor’s performance of the Services, Additional Services or its obligations under the Licence is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Licensor shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
11.3 Notwithstanding the provisions of Condition 11.2, the Licensor may charge the Customer as an Additional Charge for any additional reasonable costs and expenses incurred by the Licensor caused by the Customer’s instructions, failure to provide instructions, or failure to comply with Condition 11.1.
11.4 The Customer shall not, without the prior written consent of the Licensor, at any time during the Term of the Licence or for 12 months following expiry of the Licence, solicit or entice away from the Licensor or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Licensor in the provision of the Services.
11.5 Any consent given by the Licensor in accordance with Condition 11.4 shall be subject to the Customer paying to the Licensor a sum equivalent to 20% of the then current annual remuneration of the Licensor’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee or sub-contractor.
12. Warranties and Liability
12.1 Subject to the Conditions set out below the Licensor warrants that the Services and Additional Services will:
(a) be free from material defects in quality or workmanship; and
(b) comply substantially with any Licence Order Form or Additional Services Order (as applicable). For the avoidance of doubt the Licensor may from time to time make changes to the Services and/or Additional Services which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality of the Services and/or Additional Services; and
(c) be performed by the Supplier with reasonable care and skill subject to the Customer complying with the obligations set out in Condition 11.1.
For the avoidance of doubt the warranty set out in this Condition 12.1 shall not extend to cover any materials not manufactured, designed, programmed or created by the Licensor.
12.2 Subject as expressly provided in these Conditions, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, the Licensor makes no warranty as to the fitness of the Services or any Additional Services for any particular purpose even if that purpose is stated in the Licence Order Form or Additional Services Order. This exclusion includes recommendations or advice from the Licensor to the Customer relating to a specific enquiry. The Customer must satisfy itself as to the fitness for the purpose for which the Services and/or Additional Services are intended.
12.3 The Customer shall indemnify and hold the Licensor harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Licensor as a result of or in connection with any claim made against the Licensor in respect of any liability, loss, damage, injury, cost or expense sustained by the Licensor, or the Licensor’s employees or agents or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the use of the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this Licence by the Customer.
12.4 The Licensor does not warrant that the use of the Services will be uninterrupted or error-free.
12.5 The Licensor has taken reasonable steps to ensure the Services are Virus free but does not warrant that there will be no Viruses within the Services.
12.6 The Licensor shall not be liable for a breach of any of the warranties in Condition 12.1 unless:
(a) the Customer gives written notice to the Licensor of the breach within 3 Working Days of becoming aware of it; and
(b) the Licensor is given a reasonable opportunity after receiving the notice of the defect and the Customer complies with any request from the Licensor to enable any examination of the Services and remedy any such defect.
12.7 The Licensor shall not be liable for breach of warranty under Condition 12.1 if:
(a) the Customer makes any further use of such Services after giving notice under Condition 12.6; or
(b) the defect arises because the Customer has failed to follow the Licensor’s instructions (whether oral or in writing) as to the proper use of the Services or (if there are none) good trade practice; or
(c) the Customer alters the Services or otherwise interferes with them without the written consent of the Licensor.
12.8 Where any valid claim in respect of the Services is made by the Customer the Licensor shall be entitled at its option to:
(a) correct the Services (or the part of the Services in question) found not to conform to warranty at the Licensor’s cost;
(b) re-perform the relevant part of any Support Services found not to conform to warranty at the Licensor’s cost; or
(c) at the Licensor’s sole discretion, refund to the Customer the Price (or a proportionate part of the Price) of the relevant part of the Licence found not to conform to warranty,
and subject to Condition 12.10 the Licensor shall have no further liability to the Customer.
12.9 Subject to Condition 12.10, the Licensor’s liability in connection with the Licence shall be as follows:
(a) in respect of any loss of profits, loss of business, loss of goodwill, loss of anticipated savings or loss of use, the Licensor’s liability shall be nil;
(b) for any type of consequential, special or indirect loss or damage, the Licensor’s liability shall be nil; and
(c) in respect of all direct loss (whether in contract, tort or otherwise) the Licensor’s total liability under the Licence shall not exceed the total amount of the Total Price and any Additional Charges paid to the Licensor in the 12 month period in which the liability has arisen, in aggregate.
12.10 Nothing in these Conditions seeks to limit the Licensor’s liability for personal injury or death caused by the Licensor’s negligence in respect of which the Licensor’s liability shall be unlimited.
12.11 Subject to Condition 12.10, the Licensor shall have no liability under these Conditions or otherwise if the Price and any Additional Charges have not been paid for by the relevant due date.
12.12 Any claim by the Customer under this Condition 12 in respect of the Licence shall not entitle the Customer to withhold or delay payment in respect of any other licence in respect of which no such claim has been made whether or not those licences form part of the same consignment.
13. Intellectual Property Rights
13.1 The Customer acknowledges that the Licensor is the owner or the licensee of all Intellectual Property Rights in the Services. Under no circumstances shall any of the Intellectual Property Rights transfer to the Customer.
13.2 The Licensor grants to the Customer a non-exclusive licence (without the right to sub-licence) to use any Intellectual Property Rights in the Services for the purpose of making reasonable use of the Services.
13.3 The Customer shall indemnify and hold the Licensor harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by, the Licensor as a result of or in connection with any alleged or actual infringement, whether or not under English Law, of any third party’s Intellectual Property Rights or other rights arising out of:
(a) the Licensor’s use of any materials provided by the Customer; or
(b) the Customer’s use of the Services other than in accordance with the Licensor’s instructions.
14. Protection of Confidential Information
14.1 Each party (‘Receiving Party’) shall keep the Confidential Information of the other party (‘Supplying Party’) confidential and secret, the Receiving Party shall only use the Confidential Information of the Supplying Party as necessary in relation to the licence of the Services or the creation or modification of Services under a Specification (in the case of the Licensor) or as necessary for the purpose of making reasonable use of the Services (in the case of the Customer) and for performing the Receiving Party’s obligations under the Licence. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Condition 14, and ensure that they meet such obligations.
14.2 The obligations of Condition 14.1 shall not apply to any information which:
(a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
(b) is, or becomes, publicly available through no fault of the Receiving Party;
(c) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(d) was developed by the Receiving Party (or on its behalf) without direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
(e) is required to be disclosed by order of a court of competent jurisdiction.
14.3 This Condition 14 shall survive termination or expiry of the licence.
15. Data Protection
15.1 In this Condition 15, “Personal Data” has the meaning given in the Data Protection Act 1998 as amended from time to time.
15.3 The Licensor shall, to the extent that it processes any Personal Data belonging to the Customer:
(a) maintain for the duration of the Licence such appropriate technical and organisational security measures against authorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
(b) keep a record of any processing of Personal Data it carries out and ensure all data is kept confidential;
(c) not transfer any Personal Data to any third party or allow any third party to process Personal Data on the Licensor’s behalf other than as notified to the Customer from time to time;
(d) comply with any reasonable request of the Customer to amend, transfer, return or destroy the Personal Data or any part thereof;
(e) inform the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted or otherwise unusable;
(f) refer any complaint, notice or communication received in relation to the processing of the Customer’s Personal Data to the Customer; and
(g) comply generally with the Data Protection Act 1998 as amended from time to time.
15.4 Notwithstanding the provisions of this Condition 15, it is acknowledged and agreed that the Licensor shall be entitled to;
(a) share Personal Data where required by the emergency services; and
(b) to utilise such data on an anonymous, statistical and aggregate basis in order to further improve, create and enhance the Services and for further internal, commercial and statistical purposes.
15.5 The Licensor may process Personal Data in jurisdictions outside of the European Economic area from time to time but where it does so, such processing shall be carried out in accordance with the governing law specified in Condition 28 other than where national law cannot be excluded.
16. Termination and Consequences
16.1 Without prejudice to any other remedies or rights whether under the Licence or otherwise, the Licensor may terminate the Licence at any time by written notice to the Customer and the notice taking effect as specified in the notice if:
(a) the Customer commits a material or persistent breach of any of these Conditions, and (if such a breach is remediable), fails to remedy that breach within 7 days, or such other time period deemed appropriate by the Licensor at the time, of being notified in writing;
(b) the Customer fails to pay any sum due by the Due Date, including any interest accrued, in full cleared funds in accordance with Condition 5 within 7 days, or such other time period deemed appropriate by the Licensor at the time, of being notified in writing;
(c) the Customer suspends, or threatens to suspend, payment of its debts or makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
(d) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of any property or assets of the Customer;
(e) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(f) the Licensor reasonably apprehends that any of the events mentioned above is about to occur and notifies the Customer accordingly.
16.2 For the purposes of Condition 16.1(a), a breach shall be considered capable of remedy if the Customer can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
16.3 Upon termination of the Licence for any reason:
(a) the Customer shall immediately pay to the Licensor all outstanding invoices, and in respect of any part of the Price and Additional Charges or other sums payable by the Customer but for which no invoice has been submitted, the Licensor may submit an invoice which shall be payable immediately on receipt;
(b) each party shall return, delete or destroy all Confidential Information and all other information which has been provided to it by the other party belonging to that other party in whatever medium in accordance with the instructions of that other party;
(c) all licences granted by these Conditions shall terminate, in particular all licences to use the Services and those licences granted under Condition 13; and
(d) the accrued rights and remedies of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
17. Force Majeure
17.1 The Licensor shall have no liability to the Customer or be deemed to be in breach of this Licence if it is prevented from or delayed in performing its obligations in relation to the Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.
18.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice:
(a) sent by post shall be deemed served on the next Working Day following posting where the notice is sent and received within the United Kingdom, or 7 Working Days following posting where the notice is sent and/or received outside of the United Kingdom;
(b) delivered personally shall be deemed served at the time of personal delivery, provided the same occurs on a Working Day; and
(c) sent by email shall be deemed served at the time of transmission provided that the transmission occurs on a Working Day and a confirmatory copy of the email is sent by post within 24 hours of transmission of the email.
18.2 To prove service it shall be sufficient to show that the email was transmitted to the email address of the other party or that the envelope containing the notice was properly addressed and posted.
19. Entire Agreement
19.1 This Licence and any documents referred to in it constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20. No Partnership or Agency
20.1 Nothing in this Licence is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for or to bind another party in any way.
21. Further Assurance
21.1 Each party to the Licence shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of the Licence or to make it easier to enforce.
22.1 The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Licence. The Customer shall not assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights or obligations under the Licence.
23.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions shall remain in full force and effect.
24.1 A waiver of any right or remedy under the Licence is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by the Licensor to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
25.1 No variation of these Conditions shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
26. Cumulative Remedies
26.1 All rights and remedies available to either of the parties under the terms of the Licence or under the general law are to be cumulative, and no exercise by either of the parties of any such right or remedy is to restrict or prejudice the exercise of any other right or remedy granted by the Licence or otherwise available to that party.
27. Third Party Rights
27.1 A person who is not a party to the Licence will not have any rights under any term of the Licence.
28. Governing Law and Jurisdiction
28.1 The Licence, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England.