SOFTWARE EXPERIENCE LIMITED

TERMS AND CONDITIONS

This page (together with the documents referred to on it) sets out the terms on which the Customer may use and access the website guestbook247.com (Site), whether as a guest or a registered user. These terms and conditions (Conditions) should be read carefully before you start to use the Site.

Please note that by using this site, the Documentation and/or the Services, you agree to be bound by these Conditions and the other documents expressly referred to in it.

Please click on the button marked "I Accept" at the end of these Conditions if you accept them. If you refuse to accept these Conditions, you will not be able to use this site.

You should print a copy of these Conditions or save them to your computer for future reference.

We amend these Conditions from time to time as set out in clause ‎16.1.

These Conditions, and any Contract between us, are only in the English language.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Conditions.

Annual Package: an annual subscription for the Services as further detailed in ‎Schedule 1.

Business Day any day which is not a Saturday, Sunday or public holiday in the UK for the purposes of Customers based in the UK.

Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause ‎11.5.

Customer/You: any individual or business who is benefiting from the Free Trial offered by Us or who has purchased our Services under these Conditions.

Customer Data: the data inputted by you and/or collected by the Software, Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating your use of the Services.

Data Controller: has the meaning set out in section 1(1) of the Data Protection Act.

Data Protection Act : the Data Protection Act 1998.

Data Subject: an individual who is the subject of Personal Data.

Documentation: the document(s) made available to the Customer by the Supplier online via http://www.guestbook247.com or such other web address notified by the Supplier to the Customer which sets out a description of the Services and any user instructions for the Services.

Free Trial: an initial trial period which may be made available by the Supplier to Customer at its sole discretion as further detailed in ‎Schedule 1.

Intellectual Property Rights: all patents, 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.

Monthly Package: a monthly subscription to the Services as further detailed in ‎Schedule 1.

Order: the Customer's order for Services as set out in the Customer's written acceptance of the Supplier's quotation.

Packages: the four packages offered by the Supplier to the Customer detailed in ‎Schedule 1 (each a Package).

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under these Conditions.

Services: the provision of a web based system/application by the Supplier to the Customer under these Conditions and found at the Supplier’s website being http://www.guestbook247.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fee: the subscription fee payable by the Customer to the Supplier for the Package chosen by the Customer, as set out in ‎Schedule 1.

Subscription Term: a calendar month (where the Customer elects a Monthly Package) or a calendar year (where the Customer elects an Annual Package).

Subscription Term: means the Subscription Term together with any subsequent Renewal Periods.

Supplier/We/Us/Our: Software Experience Limited incorporated and registered in England and Wales with company number 07469680 whose registered office is at 29 King Street, Newcastle-under-Lyme, ST5 1ER.

Users: those employees of the Customer who are authorised by the Customer to use the Services and the Documentation of the Supplier.

Virus: 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.

2. User subscriptions

2.1 Subject to the Customer paying the Subscription Fee, the restrictions set out in this clause ‎2 and the other terms and conditions set out herein, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Users to use the Services and the Documentation during the Subscription Term solely for its internal business operations.

2.2 In relation to the Users, the Customer undertakes that:

2.2.1 it will not allow or suffer any User Subscription to be used by more than one individual User unless it has been reassigned in its entirety;

2.2.2 each User shall keep a secure password for his use of the Services and Documentation and shall keep his password confidential; and

2.2.3 it shall maintain a written, up to date list of current Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2 facilitates illegal activity;

2.3.3 depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any of its Services for so long as the Customer is known to be in breach of any of the provisions in this clause.

2.4 The Customer shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

2.4.1.1 and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.3 use the Services and/or Documentation to provide services to third parties; or

2.4.4 subject to clause ‎16.5.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Users, or

2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause ‎2.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause ‎2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Packages

3.1 If the Customer wishes to change its Package, the Customer shall notify the Supplier in writing of its intention. The Supplier shall, within 10 days of receipt of such notice, allow the Customer access to the new Packages.

3.2 If a Package is purchased by the Customer part way through the Subscription Term, the new Subscription Fee shall be pro-rated for the remainder of the Subscription Term.

4. Services

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer subject to these Conditions.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

4.2.1 planned maintenance as noted on the Site; and

4.2.2 unscheduled maintenance performed outside normal business hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 business hours notice in advance.

4.3 The Supplier will, as part of the Services, provide the Customer with standard customer support services via email and other social media. If the Customer requires enhanced support services, they must be purchased separately at the Supplier’s then current rates.

4.4 The Supplier shall be entitled to modify the Services and/or any part of the Documentation at any time. In the event of any such modification, the Supplier shall notify the Customer of any such modification by way of notification on the Site or written notice to the Customer’s email address notified to it by the Customer on registration.

4.5 The Customer acknowledges that the Customers use of the Services and Site may be subject to third-party licensor’s of the Supplier and the Supplier may have to alter or modify the Site and/or the Services as a result. The Supplier shall have no liability to the Customer in this regard.

5. Customer data

5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 The Supplier shall follow its archiving procedures for Customer Data in accordance with its back-up policy as notified by the Supplier to the Customer Backup policy. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier t o perform services related to Customer Data maintenance and back-up).

5.3 The Supplier shall, in providing the Services, comply with its Terms of Website Use and Privacy policy or such other document as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

5.4 The Supplier shall have no liability to the Customer or any other third party to the extent that the Customer is in breach of this clause ‎5.

6. Data protection

6.1 The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act, the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data.

6.2 Where the Supplier processes any Personal Data on the Customer’s behalf:

6.2.1 the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to carry out the Services and the Supplier’s other obligations under these Conditions;

6.2.2 the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to the Supplier so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with these Conditions on the Customer's behalf;

6.2.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

6.2.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

6.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

6.5 The Supplier warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

6.5.1 take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

6.5.1.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

6.5.1.2 the nature of the data to be protected.

6.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under these Conditions.

6.7 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.

7. Supplier's obligations

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause ‎7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause ‎7.1. Notwithstanding the foregoing, the Supplier:

7.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 These Conditions shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.

8. Customer's obligations

The Customer shall:

8.1 provide the Supplier with:

8.1.1 all necessary co-operation in relation to these Conditions; and

8.1.2 all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access, information and configuration services;

8.2 comply with all applicable laws and regulations with respect to its activities under these Conditions;

8.3 carry out all other Customer responsibilities set out in these Conditions in a timely and efficient manner;

8.4 ensure that the Users use the Services and the Documentation in accordance with these Conditions and shall be responsible for any User’s breach of these Conditions;

8.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services;

8.6 comply with all instructions of the Supplier, its licensee’s or licensors in its use of the Site, the Services and/or the Documentation;

8.7 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

8.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

9. Charges and payment

9.1 In the event that the Customer is offered the Free Trial, neither payment details nor any payments shall be requested by the Supplier during that period. Upon expiry of the Free Trial, the remaining provisions of this clause ‎9 shall apply.

9.2 The Customer shall pay the Subscription Fee for the Package chosen in monthly instalments beginning on the first Business Day of the month using the payment mechanism notified to it by the Supplier, following expiry of the Free Trial or commencement of the Subscription Term (as the case may be).

9.3 If the Customer fails to pay the Subscription Fee the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

9.4 All amounts and fees stated or referred to in these Conditions:

9.4.1 shall be payable in pounds sterling, unless otherwise agreed by the Supplier;

9.4.2 are, subject to clause ‎13.4.2, non-cancellable and non-refundable;

9.4.3 are exclusive of value added tax, which shall be added to the Subscription Fees at the appropriate rate, if applicable.

9.5 The Supplier shall be entitled to increase the Subscription Fees each year upon 90 days' prior notice to the Customer.

10. Proprietary rights

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Conditions does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Conditions.

11. Confidentiality

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party's Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Conditions.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Conditions.

11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 This clause ‎11 shall survive termination of these Conditions, however arising.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

12.1.1 the Customer is given prompt notice of any such claim;

12.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

12.1.3 the Customer is given sole authority to defend or settle the claim.

12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

12.2.1 the Supplier is given prompt notice of any such claim;

12.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

12.2.3 the Supplier is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Conditions on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier nor its employees, be liable to the Customer to the extent that the alleged infringement is based on:

12.4.1 a modification of the Services or Documentation by anyone other than the Supplier; or

12.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

12.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability

13.1 This clause ‎13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

13.1.1 arising under or in connection with these Conditions;

13.1.2 in respect of any use made by the Customer of the Services and Documentation or any part of them; and

13.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.

13.2 Except as expressly and specifically provided in these Conditions:

13.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and

13.2.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

13.3 Nothing in these Conditions excludes the liability of the Supplier:

13.3.1 for death or personal injury caused by the Supplier's negligence; or

13.3.2 for fraud or fraudulent misrepresentation.

13.4 Subject to clause ‎13.2 and clause ‎13.3:

13.4.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and

13.4.2 the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause ‎12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the aggregate of Subscription Fees paid by the Customer to the Supplier for the preceding 12 months.

14. Term and termination

14.1 These Conditions shall commence on the date on which the Supplier first provides the Services and continue until terminated by either party:

14.1.1 giving not less than one month’s prior written notice if on a Monthly Package; or

14.1.2 giving not less than three month’s prior written notice, such notice to expire at the end of the calendar year from which the Services commenced if on an Annual Package,

or as otherwise terminated as provided in this clause ‎14.

14.2 Without prejudice to any other rights or remedies to which the Supplier may be entitled, the Supplier may terminate these Conditions without liability to the Customer upon giving the Customer not less that one month’s prior written notice. For the avoidance of doubt, this shall be effective whether the Customer is on a Monthly Package or Annual Package.

14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Conditions without liability to the other if:

14.3.1 the other party commits a material breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

14.3.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

14.3.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

14.3.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

14.3.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

14.3.6 the other party ceases, or threatens to cease, to trade; or

14.3.7 there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

14.3.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.4 On termination of these Conditions for any reason:

14.4.1 all licences granted under these Conditions shall immediately terminate;

14.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

14.4.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of these Conditions, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

14.4.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15. Force majeure

The Supplier shall have no liability to the Customer under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. GENRAL

16.1 Variation

16.1.1 We may revise these Conditions from time to time in the following circumstances:

16.1.1.1 changes in how we accept payment from you;

16.1.1.2 changes in relevant laws and regulatory requirements.

16.1.2 Whenever we revise these Conditions in accordance with this clause we will keep you informed and give you notice of this by stating that these Conditions have been amended and the relevant date at the top of this page.

16.2 Waiver

16.2.1 A waiver of any right under these Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

16.2.2 Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.

16.3 Severance

16.3.1 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.3.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.4 Entire Agreement

16.4.1 These Conditions, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

16.4.2 Each of the parties acknowledges and agrees that in entering into these Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating to the subject matter of these Conditions, other than as expressly set out in these Conditions.

16.5 Assignment

16.5.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.

16.5.2 The Supplier 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 these Conditions.

16.6 No partnership or agency

Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.7 Third party rights

These Conditions does not confer any rights on any person or party (other than the parties to these Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.8 Notices

16.8.1 Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address used in registration for the Services, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in these Conditions.

16.8.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

16.9 Governing law and jurisdiction

16.9.1 These Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

16.9.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).

These Conditions has been entered into on the date stated at the beginning of it.

Schedule 1 Packages and Subscription Fees

The Subscription Fees shall vary depending on the Package chosen by the Customer and each Package varies according to the maximum number of rooms that are managable under the account and the number of Users who shall have access to the Services:

PACKAGE

Small

Medium

Large

Price

(Excluding VAT)

£4.99 per month

£9.99 per month

£14.99 per month

Maximum Number of Rooms

5

10

20

Maximum User Accounts

2

4

4