TERMS AND CONDITIONS OF USE OF OUR SITE
By Using Our Site You Accept These Terms and Conditions
Please read these Terms and Conditions carefully and ensure that you understand them before using Our Site. These Terms and Conditions, together with any other documents referred to herein, set out the terms of use governing your use of this website, https://milkitdigital.co.uk/ (“Our Site”). It is recommended that you print a copy of these Terms and Conditions for your future reference.
These Terms and Conditions were last updated on 28th November 2022.
Your agreement to comply with these Terms and Conditions is indicated by your use of Our Site. If you do not agree to these Terms and Conditions, you must stop using Our Site forthwith.
The following document also apply to your use of Our Site:
Combined Cookies and Privacy Policy available on our website.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Content”
means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site; and
“We/Us/Our”
means Alison Widger Milk It Digital Ltd means a company registered in England under company number 1450641 with a registered address of Suite 1, The Courtyard, The Old Monastery, Windhill, Bishop's Stortford, Hertfordshire, CM23 2ND.
2. Information About Us
2.1 Our Site is operated by Milk It Digital Ltd.
2.2 We are qualified under CIM in Digital Marketing (Chartered Institute of Marketing).
3. How to Contact Us
3.1 To contact Us, please email Us at alice@milkitdigital.co.uk.
4. Access to Our Site
4.1 Access to Our Site is free of charge.
4.2 You must be over 18 years of old to access Our Site.
4.3 It is your responsibility to make the arrangements necessary in order to access Our Site.
4.4 Access to Our Site is provided on an “as is” and on an “as available” basis. We may suspend or discontinue Our Site (or any part of it) at any time. We offer no guarantee as to its availability.
5. Changes to Our Site
We may alter and update Our Site (or any part of it) at any time for maintenance purposes.
6. Changes to these Terms and Conditions
6.1 We may alter these Terms and Conditions at any time. If We do so, details of the changes will be highlighted at the top of this page. Your use of Our Site constitutes your acceptance of these Terms and Conditions. Any changes made to these Terms and Conditions will apply to your use of Our Site the first time you use it after the changes have been implemented. You are therefore required to review these Terms & Conditions on occasion You use Our Site.
7. International Users
7.1 We do not warrant or represent that Our Site or its Content is available in other locations or it is suitable for use in those locations. It remains Your sole responsibility to comply with obligations imposed by Your location.
8. How You May Use Our Site and Content (Intellectual Property Rights)
8.1 All Content included on Our Site and the copyright and other intellectual property rights in that Content belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
8.2 You may access, view, and use Our Site in a web browser (including any web browsing capability built into other types of software or app) and you may download Our Site (or any part of it) for caching (this usually occurs automatically).
8.3 You may print one copy and download extracts of any page(s) from Our Site for personal use only.
8.4 You may not modify the printed copies or downloaded extracts in any way. Images, video, audio, or any other Content downloaded from Our Site must not be used separately from accompanying text.
8.5 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as applicable) must always be acknowledged.
8.6 You may not use any Content, saved or downloaded, from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as applicable). This does not prevent the normal access, viewing, and use of Our Site for general information purposes by business users or consumers.
9. Links to Our Site
9.1 You may only link to the homepage of Our Site, https://milkitdigital.co.uk. Linking to other pages on Our Site requires our expression written permission.
9.2 Links to Our Site must be fair and lawful. You must not take unfair advantage of Our reputation or attempt to damage Our reputation.
9.3 You must not link to Our Site in a manner that suggests any association with Us (where there is none) or any endorsement or approval from Us (where there is none).
9.4 Your link should not use any logos or trade marks displayed on Our Site without Our express written permission.
9.5 You must not frame or embed Our Site on another website without Our express written permission.
9.6 You may not link to Our Site from another website the main content of which is unlawful; obscene; offensive; inappropriate; dishonest; defamatory; threatening; racist, sexist, or otherwise discriminatory; that promotes violence, racial hatred, or terrorism; that infringes intellectual property rights; or that We deem to be otherwise objectionable.
10. Links to Other Sites
10.1 Links to other websites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We accept no responsibility or liability for the content of third-party websites.
10.2 The inclusion of a link to another website on Our Site is for information purposes only and does not imply any endorsement of that website or of its owners, operators, or any other parties involved with it.
11. Disclaimers
11.1 Nothing on Our Site constitutes professional advice on which you should rely. It is provided for general information purposes only.
11.2 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up to date, but We make no warranties, representations, or guarantees (express or implied) that this will always be the case.
11.3 If you are a business user, We exclude all implied representations, warranties, conditions, and other terms that may apply to Our Site and Content.
12. Our Liability
12.1 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be lawfully excluded or restricted.
12.2 If you are a business user (i.e. you are using Our Site in the course of business or for commercial purposes), to the fullest extent permissible by law, We accept no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
12.3 If you are a business user, We accept no liability for loss of profit, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
12.4 Subject to Part 12.5, if you are a consumer and digital content from Our Site damages other digital content or a device belonging to you, where that damage is caused by Our failure to use reasonable skill and care, We will either compensate you or repair the damage.
12.6 Note that the right to compensation or repair in Part 12.4 will be lost if the damage in question could have been avoided by following advice or instructions from Us to install a free patch or update; if the damage resulted from your failure to follow instructions; or if the minimum system requirements provided by Us for the digital content in question were not met.
13. Viruses, Malware and Security
13.1 We exercise reasonable skill and care to ensure that Our Site is secure and free from viruses and malware; however, We do not guarantee that this is the case.
13.2 You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks.
13.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
13.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
13.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
13.6 By breaching the provisions of Parts 13.3 to 13.5, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
14. Acceptable Usage of Our Site
14.1 You may only use Our Site in a lawful manner:
14.1.1 You must ensure that you comply fully with any and all local, national, or international laws and regulations that apply;
14.1.2 You must not use Our site in any way, or for any purpose, that is unlawful or fraudulent; and
14.1.3 You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind.
14.2 If you fail to comply with the provisions of this Part 14, you will be in breach of these Terms and Conditions. We may take one or more of the following actions in response:
14.2.1 Suspend or terminate your right to use Our Site;
14.2.2 Issue you with a written warning;
14.2.3 Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
14.2.4 Take further legal action against you, as appropriate;
14.2.5 Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
14.2.6 Any other actions which We deem reasonably appropriate (and lawful).
14.3 We hereby exclude any and all liability arising out of any actions that We may take (including, but not limited to those set out above in Part 14.2) in response to your breach.
15. How We Use Your Personal Information
We will only use your personal information as set out in Our Combined Cookies & Privacy Policy, available on our Website.
16. Communication From Us
16.1 If We have your contact details, We may send you important notices by email from time to time. Such notices may relate to matters including, but not limited to, changes to Our Site or to these Terms and Conditions.
16.2 We will not send you marketing emails without your express consent. If you do consent to marketing, you may opt out at any time. All marketing emails from Us include an unsubscribe link. If you opt out of emails from Us, it may take up to 7 days for your request to take effect and you may continue to receive emails during that time.
16.3 For questions or complaints about communications from Us, please contact Us using the details above in Part 3.
17. Law and Jurisdiction
17.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
17.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Part 17.1 takes away from or reduces your legal rights as a consumer.
17.3 If you are a consumer, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
17.4 If you are a business user, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
MILK IT YOURSELF (THE HUB)
TERMS OF SALE
BACKGROUND
These Terms of Sale set out the terms under which Software is licensed by Us to business customers through this website, https://hub.milkitdigital.co.uk/ (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing a license from Us. Your purchase will be bound by these Terms of Sale and a legally binding contract will be created. These Terms of Sale, as well as any and all contracts are in the English language only. Please note that You must be 18 years or older to purchase a software licence from Our Site. Please note that for the purposes of these Terms of Sale Licensee refers to you, the purchaser of the license and Licensor refers to Us, Milk It Digital Limited.
1. Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Associated Services”
means services including, but not limited to, chat support, how to guides, FAQs and video tutorials that are provided to the Licensee for the purposes of, or otherwise in relation to, the use of the Software as permitted under these Terms of Sale;
“Business Day”
means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, these Terms of Sale (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). This shall include, but not be limited to, information about and contained in the Software and the Specification;
“Data Protection Legislation”
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and any applicable guidance or codes of practice issued by the Information Commissioner’s Office or other applicable regulatory authorities from time to time;
“Intellectual Property Claim”
means a claim that the Licensee’s use of the Software infringes the Intellectual Property Rights of a third party, as set out in Clause 9;
“Intellectual Property Rights”
means (a) any and all rights in any copyrights, patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, database rights, know-how, and rights in designs and inventions;
(b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“You/Your/Licensee”
means the business purchasing the licence to use the Software;
“We/Us/Licensor”
means Milk It Digital Ltd a company registered in England under company number 14508641 whose registered office is at Suite 1, The Courtyard, The Old Monastery, Windhill, Bishop's Stortford, Hertfordshire, CM23 2ND;
“Licence”
means the Licence (right to use) granted by the Licensor (Milk It Digital Ltd) to the Licensee (you the purchaser) to use the Software, pursuant to these Terms of Sale;
“Licence Fee”
means the fee payable in consideration of the Licence provided under these Terms of Sale as set out in Clause 5;
“Software”
means the computer software program namely The Milk It Hub; and
“Specification”
means the Software meets the following specification in terms of facilities and functions namely making SEO (Search Engine Optimisation) suggestions to the Licensee to action on how to optimise their website. Included within the Software are how to guides in order to implement the same. Such use of the Software is Sub-Licensed to the Licensee for their business use during the term of these Terms of Sale.
1.2 Unless the context otherwise requires, each reference in these Terms of Sale to: “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means; a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; “these Terms of Sale” is a reference to the Terms of Sale as amended or supplemented at the relevant time; a Clause or paragraph is a reference to a Clause of these Terms of Sale and a “Party” or the “Parties” refer to the parties (the Licensor and the Licensee) under these Terms of Sale.
1.3 The headings used in these Terms of Sale are for convenience only and shall have no effect upon the interpretation of these Terms of Sale.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 Words importing persons include firms, companies, and corporations and vice versa.
2. Grant of Licence
2.1 Upon payment of the relevant Fees the Licensor grants to the Licensee a limited, non-exclusive, non-transferable Licence commencing on the purchase of the Licence to the Software, in accordance with the terms and conditions of these Terms of Sale, for business purposes only. Within 24 hours of purchase the Licensee shall be provided with a link to access the Software along with a temporary password. Thereafter the Licensee will need to create a unique password to access the Software. The Licensee is advised to ensure that they pick a password which is secure and not used for other purposes by the Licensee.
2.2 The Licensee may utilise the Software for multiple websites. However the Licensee should be aware that the Sub-License Fee stipulated in sub-Clause 5.1 is per website.
2.3 Subject to the provisions of Clause 7 (Software Updates), the Licence shall not be deemed to extend to any other software, documentation, or materials belonging to the Licensor that does not form part of the Software as expressly specified in these Terms of Sale.
2.4 The Licensee shall be permitted to allow any of their employees or sub-contractor's to use the Software solely for the purpose of assisting the Licensee with their business. In such circumstances the Licensee shall be responsible for their use of the same.
2.5 Subject to sub-Clause 2.4 or as otherwise expressly set out in these Terms of Sale, the Licensee shall not, without the prior written consent of the Licensor:
2.5.1 Licence, assign, or novate any part of its rights or obligations under these Terms of Sale;
2.5.2 permit the Software (or any part thereof) to become the subject of any encumbrance, lien, or charge; or
2.5.3 deal in any other way with its rights or obligations (in whole or in part) under these Terms of Sale.
3. Restrictions on Copying
The Licensee may make up to one copy of certain downloaded sections and xml files for backup, archival, or other operational security purposes. However they must not download or modify the Software itself. Any copies shall remain the property of the Licensor. The Licensee may not alter, delete, or otherwise obscure any notices of proprietary rights (including, but not limited to, copyright) or any product identification or restrictions on or in the Software. Any and all such notices must be included in full on or in all copies made of the Software.
4. Restrictions on Alterations
4.1 The Licensee may not translate, reverse-engineer, decompile, disassemble, modify, or creative derivative works based on the Software (or any part thereof):
a) without the Licensor's prior written consent; or
b) unless such activities are legitimately necessary in order to ensure the interoperability of the Software with other software or systems used by the Licensee; or
c) unless permitted by law or otherwise by these Terms of Sale. Section 50B (and 296A) of the Copyright Designs and Patents Act 1988 permit such activities only where they are necessary to obtain information necessary to create an independent software program which can be operated with the Software or with another software program (“the permitted objective”). The information obtained from such actions must not be used for any other purpose.
4.2 The activities described in sub-Clause 4.1(c) will not be permitted if the Licensee:
a) already has readily available to them the information necessary to achieve the permitted objective;
b) does not confine the decompiling to such acts as are necessary to achieve the permitted objective;
c) supplies the information obtained by the decompiling to any person to whom it is not necessary to supply it in order to achieve the permitted objective; or
d) uses the information to create a software program which is substantially similar in its expression to the Software or to do any other act restricted by copyright.
5. Licence Fee and Payment
5.1 The Licence Fee shall be £90.00 plus VAT payable on a monthly basis. Payment must always be made in advance and in full. The Licensor's payment method will be charged for the initial payment upon signing up for the Licensee. Thereafter the Licence Fee shall automatically be taken, via Stripe, on the same calendar day each month.
5.2 Additional credits can be purchased within the Software for various items. In order to avoid being charged for these credits on a monthly basis the Licensee must ensure that they delete/remove the same prior to the next billing period.
5.3 The Licence Fee and any other charges payable under these Terms of Sale are exclusive of any applicable VAT and other sales tax, which shall be payable by the Licensee at the rate and in the manner prescribed by law against submission of a valid tax invoice.
5.4 Where the Licensee fails to pay the monthly Licence Fee access to the Software will be suspended until such payment is made.
6. Access to the Software, Support and Bolt-Ons
6.1 Access – From the date detailed in sub-Clause 2.1 the Licensee will be given access to the cloud based Software. Thereafter their access will continue on a monthly basis until terminated by either Party in accordance with Clause 13.
6.2 General FAQs and Video Tutorials are available within the Software platform. These must not be downloaded or copied and provided to others.
6.3 Support - The Licensor during the Licence shall provide general maintenance, monitor for any crashes, fix any genuine bugs and update the Software accordingly. Any queries in relation to the same, received during the hours of 9am to 5pm Monday to Friday, with the exception of Bank Holidays, shall be answered within 48 hours of receipt of email. Support requests should be emailed to alice@milkitdigital.co.uk. Any support requests, outside of the elements detailed within this sub-Clause, may be dealt with by the Licensor but the Licensor reserves their right to charge for such additional time.
6.4 Bolt-Ons – The Licensee may purchase, at an additional fee, the Licensor's time to advise on implementation, SEO best practices, or implementation of SEO itself, however such time will be chargeable at an additional fee, with a discount for being a Software user, with such fees being quoted by the Licensor. Payment in respect of such time will be required in advance and payable by means of bank transfer.
7. Software Updates
In some limited circumstances, provision of the Software may be temporary suspended for one or more of the following reasons:
a) To fix technical problems or to make necessary minor technical changes;
b) To update the Software to comply with relevant changes in the law or other regulatory requirements.
Any updates shall be free of charge and shall automatically take place within the Software platform.
8. Proprietary and Intellectual Property Rights
8.1 The Software and any and all Intellectual Property Rights of whatever nature which now or in the future subsist therein are and shall remain the property of the Licensor.
8.2 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software by any person.
9. Intellectual Property Claim and Indemnity
9.1 The Licensor shall defend at its own expense any claim brought against the Licensee alleging that its possession and/or use of Software (or any part thereof) in accordance with its rights under these Terms of Sale infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”). However the Licensee must:
a) notify the Licensor promptly should they receive any written notice of the Intellectual Property Claim, providing as much detail as is reasonably possible and practicable;
b) not make any admission of liability and does not reach any agreement or compromise with respect to the Intellectual Property Claim without the prior written consent of the Licensor and/or Licensor (such consent not to be unreasonably withheld);
c) provides the Licensor/Licensor and its professional advisers with reasonable assistance and access (at reasonable times and on reasonable notice) in respect of the Intellectual Property Claim including, but not limited to, the disclosure of all facts and documents and access to any and all materials and personnel relating to the Intellectual Property Claim; and
d) fully cooperates with any and all reasonable requests of the Licensor.
9.2 Without prejudice to sub-Clause 9.1, if an Intellectual Property Claim is made or if, in the Licensor’s reasonable opinion, the Licensee’s possession and/or use of the Software (or any part thereof) in accordance with its rights under these Terms of Sale is likely to become the subject of an Intellectual Property Claim, then the Licensor may, at its sole option and expense:
a) obtain for the Licensee the right to continue using the Software (or relevant parts thereof) which are or may become the subject of the Intellectual Property Claim; or
b) replace or modify the Software (or relevant parts thereof) which are or may become the subject of the Intellectual Property Claim so they become non-infringing.
9.3 If the Licensor replaces or modifies the Software in accordance with sub-Clause 9.2(b), the Licensor warrants that the replacement or modified Software shall continue to comply with the Specification and all warranties given under these Terms of Sale, and that the Licensee’s rights under these Terms of Sale shall be unaffected. Where any warranty under these Terms of Sale refers to a particular date or time period, such date or period shall be interpreted as beginning on the date on which the Software was replaced or modified as described herein.
10. Warranties
10.1 The Licensor hereby warrants and represents that:
a) it has the right to enter into these Terms of Sale and to grant the Licence to the Licensee in accordance with the terms of these Terms of Sale;
b) any and all documentation included with the Software shall provide adequate instructions to enable the Licensee to make proper use of the Software and all facilities and functions thereof.
10.2 If the Licensee identifies any defect, fault or other malware in the Software or any other failure of the Software to conform to the Specification or any of the warranties given by the Licensor under these Terms of Sale during the Warranty Period, it shall notify the Licensor of the same in writing as soon as reasonably possible and practicable after identification.
10.3 The Warranties set out in this Clause 10 shall not apply to the extent that any defect, fault, or other malware in the Software or any other failure of the Software to conform to the Specification arises from or is exacerbated by:
a) the Licensee’s incorrect use, operation, or corruption of the Software;
b) any unauthorised modification or alteration of the Software by or on the instruction of the Licensee that is not permitted under Clause 4; or
c) the use of the Software on or in conjunction with any other software or equipment with which it is incompatible unless such compatibility is included in the Specification.
10.4 The Warranties in sub-Clause 10.1 shall also apply to any Update that is provided to the Licensee by the Licensor during the Term of these Terms of Sale. References to conformity with the Specification shall be interpreted as meaning that no update shall in any way reduce, downgrade, or otherwise impair any of the Software’s pre-existing features or functions (updates are not described in the Specification and may be issued after the date of these Terms of Sale.
10.5 To the extent permissible by law, the Licensor disclaims all other warranties with respect to the Software including, but not limited to, any implied warranties relating to quality, fitness for any particular purpose, or the ability to achieve a particular result.
11. Liability
11.1 Nothing in these Terms of Sale shall limit or exclude either Party’s liability for death or personal injury caused by its negligence or that of its employees or agents, for fraud or fraudulent misrepresentation, for the wilful misconduct or deliberate default of either Party or that of its employees or agents, for any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession), or any other form of liability which cannot be limited or excluded by law.
11.2 Subject to sub-Clause 11.1 and to any other provision to the contrary in these Terms of Sale, neither Party shall be liable for any loss or damage suffered by the other (or any party claiming under or through the same), whether suffered directly or indirectly, or whether immediate or consequential, arising in contract, tort (including negligence), breach of statutory duty, or otherwise, which falls within any of the following categories:
a) loss of profits;
b) loss of sales or business;
c) loss of business opportunity;
d) loss of agreements or contracts;
e) loss of anticipated savings;
f) loss or corruption of data;
g) loss of, or damage to, goodwill;
h) indirect or consequential loss; or
I) special damages, even in the event that the relevant Party was aware of circumstances in which the same could arise.
11.3 Nothing in this Clause 11 shall exclude claims for direct financial loss that are not expressly excluded by categories (a) to (i) of sub-Clause 11.2.
11.4 The total liability of the Licensor whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.
12. Confidentiality
12.1 Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party (such consent not to be unreasonably withheld), they shall at all times during the continuance of these Terms of Sale and for 12 months after its termination:
a) keep confidential all Confidential Information;
b) not disclose any Confidential Information to any other party;
c) not use any Confidential Information for any purpose other than as contemplated by these Terms of Sale;
d) not make any copies of, record in any way, or part with possession of any Confidential Information; and
e) ensure that (as applicable) none of its employees or agents does any act which, if done by that Party, would be a breach of the provisions of this Clause 12.
12.2 Subject to sub-Clause 12.3, either Party may disclose any Confidential Information to:
a) any employees, sub-contractors, substitutes, or suppliers;
b) any party appointed to maintain any equipment on which the Software is being used (such use being in accordance with the terms of these Terms of Sale);
c) any governmental or other authority or regulatory body; or
d) any of their employees or agents or those of any party described in sub-Clauses 12.2(a) to (c).
12.3 Disclosure under sub-Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms of Sale, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 12.2(c) or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
12.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
12.5 When using or disclosing Confidential Information under sub-Clause 12.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
12.6 The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms of Sale for any reason.
13. Termination
13.1 The Licensee may terminate these Terms of Sale at any time within the Software by deleting their account and/or removing their website from the Software. Thereafter the Licence granted shall terminate at the end of the current monthly period.
13.2 The Licensor may terminate these Terms of Sale immediately by written notice to the Licensee at the request of the Licensor or if the Licensee commits a material or persistent breach of these Terms of Sale.
13.3 On termination of these Terms of Sale for any reason the Licensee's access to the Software shall be terminated. Accordingly the Licensee must ensure that any of their data needed from the Software is downloaded prior to termination.
13.4 Termination of these Terms of Sale (howsoever occasioned) shall not affect any accrued rights, obligations, remedies, or liabilities of either Party existing on the date of termination, nor shall it affect the coming into force or the continuance in force of any provision in these Terms of Sale which is expressly or by implication intended to come into or continue in force on or after such termination including, but not limited to, the right to claim damages in respect of any breach of these Terms of Sale which existed on or before the date of termination or expiry.
14. Data Protection
The Parties undertake to comply with the provisions of the Data Protection Legislation and any related legislation insofar as the same relates to the provisions and obligations of these Terms of Sale.
15. Force Majeure
15.1 Neither Party to these Terms of Sale shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the Party in question.
15.2 If such circumstances continue for a continuous period of more than 60 Business Days either Party may terminate these Terms of Sale by written notice to the other Party.
16. Notices
16.1 All notices under these Terms of Sale shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given when sent, if transmitted by email; on the second Business Day following mailing, if mailed by first-class post, postage prepaid; or on the fifth business day following mailing, if mailed by airmail, postage prepaid.
In each case, notices shall be addressed to the most recent address, email address, or facsimile number notified to the other Party.
17. Miscellaneous
17.1 Entire agreement - These Terms of Sale and any and all documents annexed hereto or otherwise referred to herein contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties. Each Party acknowledges that, in entering into these Terms of Sale, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms of Sale.
17.2 Counterparts - These Terms of Sale may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.
17.3 No Waiver - No failure or delay by either Party in exercising any of its rights under these Terms of Sale shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Terms of Sale shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
17.4 Severance - The Parties agree that, in the event that one or more of the provisions of these Terms of Sale is found to be unlawful, invalid, or otherwise unenforceable, the affected provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
17.5 No Agency or Partnership - These Terms of Sale shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms of Sale.
18. Law and Jurisdiction
18.1 These Terms of Sale (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms of Sale (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.