TERMS AND CONDITIONS FOR OUR PLATFORM

What are these terms about?
These terms apply when you register with our platform (Platform), described on our website at https://investinplay.com (Website).
Key Words used in these terms
To make it easier for you to understand the terms on which we provide, and you use, the Platform, we’ve tried to keep these terms of use (terms) as simple as possible by using plain English.
When we say “Platform Materials” in these terms, we mean material provided by us via the Platform including resources, guides, videos, e-books text, graphics and images, database and our other associated materials or training services (Services).
We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.

Acceptance of these terms
Before you register for our Platform, or otherwise engage with the Platform, please carefully read these terms. If you don’t agree to these terms, please don’t register for the Platform. By clicking “accept” when you create an account, or otherwise proceed to engage with the Platform, you agree to be bound by these terms.

1    ORGANISATIONS AND INpIUDAL USERS
(a)    There are three types of users who can sign up for the Platform, being:
(i)    Organisations;
(ii)    Inpidual Users; and
(iii)    End Users.
(b)    If you are signing up to the Platform as an Organisation, then you agree that you will need to ensure all end users of the Platform (End Users) will agree to comply with these Terms and sign up to the End User License Agreement (EULA) provided by us.
(c)    If you are signing up to the Platform as an Inpidual User, then you agree to comply with these Terms at all times.

2    REGISTERING FOR THE PLATFORM

2.1    ORGANISATIONS
(a)    To register for access to the Platform, you will need to create an organisation account (Organisation Account) and pay the Fees required for the Number of End Users as set out in an invoice.
(b)    Once you have signed up for the Platform, you will receive details from Invest in Play on how to onboard the agreed Number of End Users to the Platform (End User Account).
(c)    You must allocate each End User Account to a specific user, and each End User Account can only be used by that allocated user. 
(d)    Each End User is required to create their End User Account with their work email address and are required to verify their identity with two-factor authentication.

2.2    INpIDUAL USERS
(a)    To register for access to the Platform, you will need to create an account (Account) and pay the Fees (as defined in clause 4(a)).
(b)    As part of the Account registration process, you are required to provide personal information and details, such as your work email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by us from time to time.
(c)    You are required to verify your identity with two-factor authentication.
(d)    You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(e)    By creating an Account and paying the Fees or otherwise accessing the Platform (Registration) you represent and warrant that:
(i)    you have the legal capacity and are of sufficient age to enter into a binding contract with us (or someone of sufficient age and capacity is contracting on your behalf); and
(ii)    you are authorised to use the debit or credit card you provide for your Registration.
(f)    Registering for the Platform constitutes your acceptance to enter into a contract with us under these terms, where we will provide you with the Platform in exchange for your payment of the total Fees as set out in an invoice.
(g)    These terms are not agreed between you and us until we have approved your payment of the Fees and you receive an email from us confirming that your Registration has been accepted.

3    PLATFORM MATERIALS, TRAINING AND DATABASE

3.1    PLATFORM MATERIALS
(a)    The Platform Materials are designed to provide you with training materials and information which support families and other caregivers and their children.
(b)    The Platform Materials will be offered in various modules (Modules). 
(c)    Upon registration you will have access to the core program, as set out on our Website from time to time. 
(d)    You will not automatically have access to every Module, and some Modules are required to be purchased separately.
(e)    We will endeavour to ensure that the Platform Materials provided will be substantially the same as the Platform Materials as described on our Website. However, you acknowledge and agree that the Platform Materials:
(i)    are subject to change;
(ii)    may be updated at any time;
(iii)    may be removed at any time,
without notice to you.
(f)    Once we have received payment of the Fees you will be granted access to the Platform Materials. The Platform Materials may include from time to time:
(i)    Modules;
(ii)    Masterclasses;
(iii)    Training;
(iv)    Supervision; and
(v)    Consultations.
(g)    The Platform Materials may be offered for purchase in inpidual components or as a package. Please see our Website, or contact us for more information.
(h)    The Platform Materials are accessible through your Account and must not be downloaded, reproduced or republished by you in any way.
(i)    We expressly reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Material in accordance with clause 6.1. You are granted a limited licence to use the Platform Material in accordance with clause 6.1.
(j)    If any Platform Material is specified on the Platform not to be downloaded, you must not download that Platform Material. 
(k)    We do not guarantee that the Platform Material is up-to-date, accurate, complete or otherwise suitable for use. 
(l)    You acknowledge and agree that some of the Platform Material is licensed from third parties, and we do not have control over the material being up-to-date, accurate, complete or otherwise suitable for use.
(m)    We are not responsible or liable for any losses, claims, expenses, damages and liabilities which arise in connection with your use of the Platform, including your reliance on any Platform Material.

3.2    TRAINING
In order to get the most out of the Platform Materials, Invest in Play offers face-to-face or online training (Training). Whilst Training is not required, Invest in Play recommends that each End User completes the Training for each Programme and Module purchased.

3.3    DATABASE
(a)    As part of your access to the Platform, you may be provided access to a database created by Invest in Play (Database), where you can upload data regarding your clients (Data).
(b)    You represent and warrant that all Data you upload to the Database is not misleading, is comprehensive, up to date and consistent with your findings. You indemnify Invest in Play for any claims related to the Data made by any third party.
(c)    You are responsible for at all times ensuring the security of your account, including protection of its password and other account details. You acknowledge and agree that Invest in Play will not be liable for any misuse of your account, including where unauthorised access is gained. All activity on your account will be presumed by Invest in Play to be genuine activity of you. You indemnify and agrees to hold harmless Invest in Play for any unauthorised use of your account.
(d)    You must promptly notify Invest in Play if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).
(e)    Invest in Play will, to the extent necessary and reasonable, assist you and your personnel in connection with any investigation of a Security Breach to the extent the Security Breach relates to the Database.
(f)    (Data Protection) You acknowledge and agree that you will be a Controller and Invest in Play will act as a Processor for the information you upload to the Database. Invest in Play requires you  to enter into a Data Processing Agreement with it, in order to document your instructions for the processing. For further information regarding data processing, please refer to clause 11.

4    PAYMENT

(a)    (Fees) The fees for Registration and access to the Platform Materials must be paid in the amounts, by the method and at the times set out in an invoice, or otherwise in full at Registration (Fees).
(b)    (Invoices) Unless otherwise agreed in writing, if Invest in Play issues an invoice to you for the Fees, payment must be made by the time(s) specified in such invoice.
(c)    (VAT) Unless otherwise indicated, amounts stated on the Website do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice to you.
(d)    (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payment of the Fees for Platform Materials. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees.
(e)    (Pricing errors) In the event that we discover an error or inaccuracy in the Fees for your Registration, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of enrolling in the Platform Materials at the correct Fees or cancelling your Registration. If you choose to cancel your Registration and the Fees have already been debited, the full amount will be credited back to your original method of payment.

5    GENERAL OBLIGATIONS

(a)    If you are signing up to these Terms as an Organisation: You must, and must ensure that all End Users, comply with these Terms at all times. You must also ensure that all End Users sign a separate End User Licence Agreement if directed by us. 
(b)    You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense. 
(c)    You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i)    make copies of the Platform or Platform Materials;
(ii)    adapt, modify or tamper in any way with the Platform or Platform Materials;
(iii)    remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Platform Materials;
(iv)    create derivative works from or translate the Platform or Platform Materials;
(v)    publish or otherwise communicate the Platform or Platform Materials to the public, including by making it available online or sharing it with third parties;
(vi)    sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Platform Materials to any third party;
(vii)    act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
(viii)    use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(ix)    decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code; 
(x)    attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
(xi)    permit any use of the Platform in addition to the Number of Platform Users or share a User Account with any other person. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Platform’s security. 
(d)    If you become aware of misuse of the Platform by any person, any errors in the material on the Platform or any difficulty in accessing or using the Platform , please contact us immediately using the contact details or form provided on our Website.
(e)    We may cancel your account at any time if we consider, in our absolute discretion, that you or a User are in breach or are likely to breach this clause 5.

6    INTELLECTUAL PROPERTY

6.1    OUR IP
(a)    Intellectual Property Rights in the Platform, Platform Materials and our Services and any other related information or materials (materials) are owned or licensed by us. Except as permitted under applicable laws, no part of the material can be reproduced, adapted, distributed, displayed, transmitted or otherwise exploited for any commercial purposes without our express written consent.
(b)    You will not under these terms acquire Intellectual Property Rights in any of Our IP.

6.2    USER DATA
Our Rights and Obligations
(a)    You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Database, and for our internal business purposes, including to improve the Database and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Database, our business and our other products and services.
(b)    We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
(c)    You represent and warrant, and must make sure that all Users make equivalent representations and warranties:
(i)    you will share User Data only with intended recipients; and
(ii)    you are authorised to provide the User Data; 
(iii)    the User Data does not contain sensitive or commercial secrets;
(iv)    the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(v)    the User Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(vi)    our use of User Data will not infringe any third-party Intellectual Property Rights; 
(vii)    any information given to you through the Platform by us or another User is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; 
(viii)    the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; 
(ix)    the User Data does not breach or infringe any applicable laws, including Data Protection Legislation; and
(x)    you indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or in connection with any third party claim that User Data infringes any third party’s Intellectual Property Rights. 

7    REFUNDS & CANCELLATION

(a)    Due to the nature of the materials, we do not offer change of mind refunds. We may however at our sole discretion offer a full or partial refund.
(b)    Subject to clause 7(c), by registering for the Platform Materials and paying the associated fees:
(i)    you consent to receiving access to the Platform Materials and its applicable inclusions immediately at the time the Registration and purchase of the Platform Materials has been accepted by us; and 
(ii)    you acknowledge that this means you lose your right to the 14-day cancellation period under the Consumer Rights Act 2015 and you will not receive a refund if you cancel your Registration.
(c)    The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality. If your digital content is faulty, you’re entitled to a repair or a replacement. Please get in contact with us if you believe you are entitled to a repair or replacement.

8    DISCLAIMER

(a)    Invest in Play is an online health platform providing general information about various psychological conditions using evidence based education. Invest in Play provides you with the Services as is, as an educational and coaching tool. It is up to you to assess whether the Services are suitable for you. 
(b)    (General Information) All information provided by us is general information, as it’s not tailored to you or your specific needs. This includes information that is provided by us:
(i)    on this Website;
(ii)    as part of the Services; or
(iii)    provided by our personnel via any other website, via email or over the phone.                    
If you would like more specific one on one service or specific psychological advice for your condition, you should see a psychologist or health professional.
(c)    (Results not guaranteed) We cannot guarantee any results from your use of the Services. Any results displayed on our Website are all genuine results with real people but results cannot be guaranteed. The more effort you put in and the closer you follow any recommendations, the better your results will be but everyone is an inpidual and results may vary. You are responsible for compliance with any of our Services. If you do not, we will not be responsible or liable for any issues.

9    CONFIDENTIALITY

(a)    Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent. 
(b)    Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c)    The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation

10    PRIVACY

(a)    You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
(b)    If required, you agree to enter into further documentation required under Data Protection Legislation, including a Data Processing Agreement.

11 DATA PROTECTION

11.1 DATA PROTECTION 
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation. 
(b) During and after the delivery of the Services, the Client agrees that Invest in Play will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) Invest in Play providing the Platform Materials and Services in accordance with these terms;
(ii) Invest in Play and/or our independent contractors and third party suppliers may use the contact details of you and/or your representatives to send marketing materials or other publications.; 
(iii) Invest in Play may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) Invest in Play may process and transfer personal data as necessary to effect a re-organisation of its business; and 
(v) Invest in Play may share personal data with other legal or professional advisers used by us to provide you with legal or professional services. 
(c) During and after the delivery of Services, there may be limited occasions where Invest in Play may process on your behalf as a processor any personal data you have provided to Invest in Play. Invest in Play will advise you in writing where Invest in Play believes Invest in Play may act as a processor and any such processing shall be in accordance with, and subject to, your instructions. 
(d) Before performing the processing, Invest in Play shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Invest in Play will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to Invest in Play against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Invest in Play subcontract any processing (for example, in the case of external storage of data). 
(e) Your instructions are taken to include the use by Invest in Play, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing. 
(f) By accepting this agreement you give positive consent for Invest in Play to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Invest in Play with personal data. It is also a term of this agreement that any personal data supplied by Invest in Play to you about employees/independent contractors of Invest in Play and/or any third parties may only be used for the express purposes for which that information is provided to you.
(g) Each party shall comply with the terms of the Data Protection Legislation.

11.2 THIRD PARTY DATA

(a) You warrant, in relation to the personal information and all other data that it provides to you in connection with this agreement (Third Party Data), that: 
(i) you have all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) you are not breaching any Law by providing Invest in Play with Third Party Data;
(iii) Invest in Play will not breach any Law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified Invest in Play of this, and Invest in Play has agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) Invest in Play will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
(b) You agree at all times to indemnify and hold harmless Invest in Play and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 11.2(a).

12 PUBLISHING PHOTOS ONLINE OR ON SOCIAL MEDIA

Subject to your agreement of non-disparagement of us and the Platform Materials, you may publish general information about what you have learnt from the Platform Materials, online or on social media (or both), provided such information is general in nature and does not cover any of the actual content or information covered in the Platform Materials. We ask that you please provide accreditation to us by reference or hashtag if you make such a publication. We reserve the right to require you to remove any such publications or remove any accreditation to us.

13 DATA SECURITY

While we will use our best efforts to ensure that your information, data or other electronic materials (Data) that is being backed-up or stored as part of the Platform Materials will be stored securely, we will not be liable for any unauthorised use, destruction, loss, damage or alteration to the Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

14 THIRD PARTY SERVICES, CONTENT, TERMS AND WEBSITES

14.1 THIRD PARTY GOODS AND SERVICES

(a) The Platform Materials may be powered by goods or services provided third parties (including third party platforms) and therefore subject to the terms and conditions of those third parties. Your use of the Platform Materials is subject to any applicable third party terms and conditions and you agree to familiarise yourself with all applicable third party terms and conditions.

(b) To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of the Platform Materials or any issues experienced in Registration.

14.2 THIRD PARTY CONTENT
The Platform Materials may contain text, images, data and other content provided by a third party and displayed in the information provided through the Platform Materials (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

 

14.3 LINKS TO OTHER WEBSITES
(a) The Platform Materials may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Platform Materials does not imply our approval or endorsement of the linked website.

15 SECURITY

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Platform Materials. You should take your own precautions to ensure that the process that you employ for accessing the Platform Materials does not expose you to risk of viruses, malicious computer code or other forms of interference.

 

16 REPORTING MISUSE

If you become aware of misuse of the Platform Materials by any person, any errors in the material in the Platform Materials or any difficulty in accessing or using the Platform Materials, please contact us immediately using the contact details or form provided on our Website.

 

17 SERVICE LIMITATIONS

The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:
(a) the Platform will be free from errors or defects;
(b) the Platform will be accessible at all times;
(c) information you receive or supply through the Platform will be secure or confidential; or
(d) any information provided through the Platform is accurate or true.

 

18 NOTICES
(a) A notice or other communication to a party under these terms must be:
(i) in writing and in English; and
(ii) delivered to the other party via email, to the email address most regularly used by the parties to correspond regarding the subject matter of these terms as at the date of these terms (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that the email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.

 

19 LIABILITY
(a) Nothing in these terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(b) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform, Platform Materials, the Website, the Services these terms or any other goods or services provided by us provided by us to the value of the Fees (if any) paid for the Platform. If no Fee has been paid, liability is excluded to the maximum extent permitted by applicable law.
(c) All express or implied representations and warranties in relation to the Platform, Platform Materials, the Website, the Services these terms or any other goods or services provided by us are, to the maximum extent permitted by applicable law, excluded.
(d) (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
(i) breach of any of these terms;
(ii) use of the Platform, Platform Materials, the Website, the Services or any other goods or services provided by us; or
(iii) use of any other goods or services provided by us.
(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform Materials, the Website or the Services, these terms or any other goods or services provided by us (except to the extent this liability cannot be excluded under applicable law).
(f) (Unfair contract terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

 

20 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

 

21 TERMINATION

21.1 TERMINATION FOR CONVENIENCE
We may, in our sole discretion, terminate these terms for convenience at any time by providing 7 days’ written notice to you.

 

21.2 TERMINATION FOR CAUSE
Either party may immediately terminate these terms by written notice to the other party if:
(a) the other party is in default or breach of these terms;
(b) the other party is convicted, or any of the other party’s personnel are convicted, of a criminal offence involving fraud or dishonesty or an offence which, in the opinion of the other party, affects the other party’s obligations under these terms;
(c) the other party or any of the other party’s personnel conducts themselves in a way tending to bring them or the other party into disrepute; or
(d) the other party or any of the other party’s personnel has a conflict of interest that cannot be resolved to the satisfaction of the other party.

 

21.3 EFFECT OF TERMINATION
Upon termination of these terms:
(a) your Account will be terminated, and you will no longer have access to the Platform Materials;
(b) any Fees paid are non-refundable; and
(c) you must immediately deliver to us all property belonging to us and materials comprising or containing any of Our IP (as defined in the definitions table) which is in your care, custody or control, and you must thereafter destroy any copies you have of such materials.

 

21.4 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these terms will survive and be enforceable after such termination or expiry.

 

22 GENERAL

22.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

 

22.2 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

 

22.3 WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

 

22.4 SEVERANCE
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

 

22.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

 

22.6 ASSIGNMENT
You cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party. We can assign the rights or novate these terms in whole or part without your consent, on notice which may be communicated electronically on the website or by email.

 

22.7 COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

 

22.8 ENTIRE AGREEMENT
These terms embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

 

22.9 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an inpidual, the estate of an inpidual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.