Terms and Conditions
i.The Client: The person or persons who purchase, access or use the services and/or merchandise, through any service provided by NRG Digital Limited.
ii.The Company: The person or persons representing, operating, trading as or under the direct employ of NRG Digital Limited and services provided by NRG Digital Limited.
iii.URL. The web site address. For example http://www.nrgdigital.net.co.uk/
1. Application of These Conditions
By accessing or using any part of and purchasing any service or product as described herein THE CLIENT agrees to be bound by the following conditions of use and the following conditions of service. If you, THE CLIENT, do not wish to be bound by these conditions, you, THE CLIENT, may not access or use or buy any service or product as described herein. You, THE CLIENT, agree to familiarise yourself with these terms, and abide by them if you, THE CLIENT, choose to use and purchase the services to which such terms apply.
2. Disclaimer of Representations and Warranties
NRG Digital Limited (http://www.nrgdigital.net) is provided as a service of NRG Digital Limited on an "as is" and "as and when available" basis to THE CLIENT. You, THE CLIENT, use NRG Digital Limited at your own risk. Neither THE COMPANY nor any of its officers, directors, shareholders, employees, affiliates, agents, third-party content providers, sponsors, licenser's, or the like, makes any representation or warranty or condition, either express or implied, to you, THE CLIENT:
that THE COMPANY or services sold will be uninterrupted or error-free
that THE COMPANY or the computer server from which THE COMPANY is made available, are free of viruses or other harmful components,
to the accuracy, content, timeliness, completeness, legality, reliability, quality or suitability of any information, advice, content, service, search results, products or merchandise provided through THE COMPANY.
THE COMPANY makes and you, THE CLIENT, receive, no representations, warranties or conditions, express or implied, statutory or otherwise with respect to:
THE COMPANY, its content, merchandise, services, documents, information, items or materials provided by THE COMPANY in connection with the use of THE COMPANY; or
any goods or services or information received through or advertised by THE COMPANY or received through links provided by THE COMPANY
including without limitation no representations, warranties or conditions of merchantability, suitability, fitness for a particular purpose, non-infringement of proprietary rights or otherwise.
In jurisdictions that do not allow the exclusion or disclaimer of certain warranties, the above exclusion may not apply to you.
Each of the parties acknowledges and agrees that in entering into the contract it does not rely on any undertaking, promise, assurance, statements, representations, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than expressly set out in the contract.
3. User Eligibility
You, THE CLIENT, agree to supply THE COMPANY with a current and truthful name, postal address and telephone number for our records, and you, THE CLIENT, have a continued obligation to keep this information current. You, THE CLIENT, also agree that you are an authorised user of any credit card that you supply to us, and you understand and agree that we, THE COMPANY, have an obligation to fully investigate any possible fraudulent credit card use
4. Limitation of Liability
Under no circumstances will THE COMPANY or any of its officers, directors, shareholders, employees, affiliates, agents, sponsors, licenser's, or any other party involved in the creation, production, maintenance or distribution of THE COMPANY website(s), merchandise, or services be liable for any direct, indirect, incidental, special or consequential damages (including but not limited to loss of profits, business, anticipated savings, goodwill, use of data or other intangible losses) that result from either:
the use and reliance on THE COMPANY'S website(s), merchandise, or services; or,
the inability to us THE COMPANY'S website(s), merchandise, or services.; or
mistakes, omissions, interruptions, suspension, termination, deletion of files or email, errors, defects, viruses, delays in operation, delays in delivery of goods or services, transmission or service response time, or any failure of performance with respect to THE COMPANY including without limitation those arising from acts of God, communications failure, theft, destruction or unauthorized access to THE COMPANY's records, programs or services; or
information or advice received through or advertised by THE COMPANY and information or advice received through or advertised on any links provided on/by THE COMPANY
THE COMPANY are unable to ensure or guarantee the security of any information transmitted over the Internet. Any information or data which you transmit to or by using THE COMPANY is done at your own risk and THE COMPANY shall not be responsible or liable for any damages or injury that may result from transmitting such information. If any jurisdiction does not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.
In any event the total liability of THE COMPANY in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the price paid for the services.
5. Right to Terminate
THE COMPANY reserves the right to terminate any application at any time and stop work on any project at any time either prior to or during work carried out providing written notice of not less than 30 (thirty) days is given to THE CLIENT accompanied by reasonable reasons for termination. In such cases THE COMPANY will refund to THE CLIENT the total monies given to THE COMPANY in respect of the deposit.
THE CLIENT has the right to terminate any application either prior to or during work carried out providing written notice of not less than 30 (thirty) days is given to THE COMPANY accompanied by reasonable reasons for termination. In such cases THE COMPANY will refund THE CLIENT the total monies given to THE COMPANY in respect of the deposit providing notice of termination is received prior to the “Cooling Off Period” as described in Section 8 of this agreement.
Refunds will be made in strict compliance with Section 8 of this agreement.
6. Turn-Around Times
Turnaround times are an estimate of how long it will take in days (1 x business day of 8hrs) or in weeks (1 x business week is equal to 5 x business days) to complete your website. Estimates are based on current work-loads and are subject to change as the project progresses and should not be taken as a guarantee of completion. THE COMPANY will use due diligence to ensure the client is kept informed at all times of turn-around times and estimates in respect of turn-around times will always be given before a project commences.
Should THE COMPANY under-estimate turn-around times for the project described in the proposal(s) and supporting documents pertaining to this agreement THE COMPANY will make no further charge to THE CLIENT providing THE CLIENT has not verbally or in writing, requested that THE COMPANY carry out additional work beyond the scope of the proposal(s) and supporting documents pertaining to this agreement.
7. Data Ownership
THE CLIENT affirms that they have the legal permission to use and transmit and broadcast all of the data used and transferred to the new website created by THE COMPANY. Should THE COMPANY later discover that the client has no legal right to own the content which is subsequently used in the website created by THE COMPANY, THE COMPANY may take legal action against THE CLIENT. Data includes but not limited to, text (copy), photographs, images, art-work, line drawings, cartoon images, logos, logo-types, copyrighted fonts.
THE COMPANY agrees to refund any deposit if an application for a refund is made after a 14 day “cooling-off” period from the deposit being made. THE CLIENT agrees that a refund will constitute the termination of any services and projects and the surrender of any files, including art work, in THE CLIENT'S possession. Refunds exclude Domain Names. Any Domain Names registered on behalf of THE CLIENT will not be released until the domain expires, and any hosting accounts will be terminated. Refunds will be issued in full minus a 10% administration fee deducted from the client's deposit amount or £150, whichever is greater. The refund will be returned to THE CLIENT within 30 days from THE COMPANY'S written acknowledgement of the refund request to THE CLIENT.
9. Project Area / Log In Details
THE CLIENT may be issued access to the project area to work with their designer and to view the status of an active project. This area is password protected and must not be shared with a third party. THE CLIENT is responsible for keeping password details safe and secure. Furthermore, THE CLIENT agrees not to use the project centre website in place of their own webspace/website and will not advertise any part of the project centre URL (website address). Clients using the project area in such a manner will have their accounts closed. Any files taken from the project centre and published for public viewing and or broadcasting BEFORE the project has been completed is a violation of these terms. Also on completion of the project THE CLIENT will be issued log in details to the content management area of their website. This will include a username(s) and password(s) these also must not be shared with any third parties. THE CLIENT agrees to be solely responsible for both the log in details and any subsequent content added by either THE CLIENT or any of their employees , representatives.
10. Payments and Debt Recovery Proceedings
i. Unless otherwise arranged, THE CLIENT agrees to pay THE COMPANY a total not less that 50% (fifty per cent) of the total invoice amount if the invoice amount is less than or equal to £5000 (FIVE THOUSAND POUNDS) or a total not less that 30% (thirty per cent) of the total invoice if the invoice amount is more than or equal to £5001 (FIVE THOUSAND AND ONE POUNDS) before work commences on THE CLIENT'S project. Unless otherwise arranged, THE CLIENT further agrees to pay the balance of the invoice amount on satisfactory completion of THE CLIENT’S project. All payments should be made by cheque or bank transfer (BACS) unless otherwise arranged.
ii. If THE CLIENT enters into a contractual agreement with THE COMPANY to provide services as described herein THE CLIENT is solely responsible for providing full and prompt payment in accordance with the practices described herein. Any work carried out by THE COMPANY that has not been paid for and subsequently published in whole or in part to the Internet will be regarded as stolen and in violation of international copyright protection laws. In such cases debt recovery proceedings (international or domestic) will commence. Failure to comply will result in the case been taken further and if necessary settled in a court of law of either England or Wales.
11. License of HTML, Scripts, Software including our ‘StartASite’ software.
i.THE COMPANY forbids, under any circumstances, the unauthorized reproduction of any code, graphics, copy, scripts, software, online tutorials (such as those featured on our ‘StartASite’ website www.startasite.co.uk) henceforth referred to as “WORK” created by THE COMPANY for THE CLIENT. Making illegal copies of any WORK carried out by THE COMPANY is also prohibited. Individuals who violate copyright law and software licensing agreements may be subject to criminal or civil action by the owner of the copyright.
ii. Upon the terms and conditions of this Agreement, THE COMPANY grants you THE CLIENT, an exclusive, non-transferable license to use the WORK on a single computer server. THE CLIENT must be the registered and legal owner of the domain name(s) to which the WORK applies.
iii. The WORK and all modifications or enhancements to, or derivative works based on the Software, whether created by THE COMPANY or you THE CLIENT, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the WORK or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the COMPANY. This Agreement does not convey title or ownership to you but instead gives you the limited rights set forth in this Agreement.
iv. Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the WORK or to permit anyone else to do so. You may not allow any third party to use or have access to the WORK. It is illegal to copy the WORK and install any program, script, or code that constitutes the WORK for simultaneous use on multiple machines.
THE CLIENT hereby agrees to abide and be legally bound by the following conditions concerning DOMAIN NAMES and WEB HOSTING PACAKGES provided by THE COMPANY:
12. Domain Names (WEB HOSTING)
THE COMPANY are able to register on behalf of the client the following top-level domain names: .co.uk; .org.uk; .com; .org; .info; .biz; .name; .ca. All domain sales are final and cannot be refunded once registered. In the case of ALL domain registrations, you agree to and agree to be legally bound by all terms and conditions of sale and service as detailed at Enom Inc. (http://www.enom.com). Where terms directly or indirectly conflict with this agreement, the term set out in this agreement will apply unless otherwise stated. Unless otherwise stated the domain name will always be registered in THE CLIENT'S name by THE COMPANY. THE CLIENT agrees on presentation of an invoice by THE COMPANY to pay all renewal fee's for the domain not less than 30 (thirty) days PRIOR to the renewal date of the domain name. THE CLIENT will be notified 30 (thirty) days PRIOR to the domain name expiring of any forthcoming renewal fees. Failure to pay renewal fees will mean that the domain name may be lost and a recovery fee of £50 will be issued against THE CLIENT'S account if THE CLIENT wishes to continue using the domain name. THE COMPANY cannot guarantee that any recovery action of a domain name once renewal attempts have failed due to non-payment, will secure the domain name for further use.
13. Web Hosting and Domain Name Payments and Renewal Fees (WEB HOSTING)
THE COMPANY agrees to purchase and register on behalf of THE CLIENT 1 domain name of their choice for a minimum period of 2 (two) years. THE CLIENT will be notified of the domain name's expiry 60 (sixty) days PRIOR to the expiry date of the domain. THE CLIENT will be issued a renewal invoice to continue using the domain name, if they so wish, 30 (thirty) days PRIOR to the expiry date of the domain which is payable on receipt. Please see THE COMPANY'S website for current domain name prices. If THE CLIENT elects to purchase further support and maintenance from THE COMPANY (see section 25), the support and maintenance fee will cover any domain name renewal fees.THE COMPANY agrees to fund for 1 (one) year a suitable web hosting package for the client except in the case of e-commerce enabled websites. The client will be notified 60 (sixty) days PRIOR to the expiry date of the web hosting package. THE CLIENT will be issued a renewal invoice to continue using the web hosting package, if they so wish, 30 (thirty) days PRIOR to the expiry date of the web hosting package which is payable on receipt. Please see THE COMPANY'S website for current web hosting package prices. www.nrgdigital.net
14. Contents of Messages (WEB HOSTING)
THE CLIENT is solely responsible for the contents of messages and of THE CLIENT'S website and the consequences thereof. THE CLIENT hereby agrees not to do anything which would restrict or inhibit any other users from using and enjoying the Internet. THE CLIENT further agrees not to use the hosting service provided by THE COMPANY to send any messages or material that are unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. THE COMPANY reserves the right to terminate THE CLIENT'S hosting account if THE COMPANY becomes aware and determines, in its sole discretion, that you. THE CLIENT, are violating any of the foregoing guidelines.
15. Unlawful of Prohibited Use (WEB HOSTING)
As a condition of your use of the web hosting service provided by THE COMPANY you, THE CLIENT, warrant that the web hosting service will not be used for any unlawful purpose. Transmission, distribution, or storage of any information, data or material in violation of United Kingdom law, or by common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secrets, or any other statute. THE COMPANY reserves the right to remove such illegal material from the THE COMPANY'S servers immediately.
16. Web Site Content (WEB HOSTING)
Full back-ups are made weekly. No guarantees are made of any kind, either expressed or implied, as to the integrity of these back-ups. Back-ups are made for server restoration purposes only. You are responsible for keeping a copy of your most current web site files as backup on a remote system. THE COMPANY is not responsible for any lost files, information, or data. However, if any loss of data occurs due to an error of THE COMPANY, THE COMPANY will use reasonable efforts to recover the data at no charge to you. If data loss occurs due to your negligence due to an action on your part, THE COMPANY will use reasonable efforts to recover the data from the most recent archive for a £50 (fifty) pounds fee.
17. User Responsibilities (WEB HOSTING)
You, THE CLIENT, may not initiate web sites that provide any of the following of the following content or links on the THE COMPANY'S servers. It is THE CLIENT'S sole responsibility to ensure compliance of this condition:
Pirated Software (Warez) or any software that is copyrighted and not freely available for distribution without cost. Hacking, phreaking, viruses, anarchy, etc. IRC Bots, Spamware.
Archives (music, video and program archives). Sexually explicit, obscene or pornographic content (whether in text or graphics). Speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise) or that promote any illegal activity. Graphic violence. You, THE CLIENT, agree not to interfere with the operation of the system. You, THE CLIENT, further agree not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorised access. You, THE CLIENT, agree to adhere to system policies as published by THE COMPANY, including restrictions on services available with each service type, restrictions on certain features, and all other policies. THE CLIENT also agrees to abide by any and all future policy decisions made by THE COMPANY. THE COMPANY reserves the right to terminate any web hosting account that does not conform to these requirements.
18. Hosting Service Provider's Rights (WEB HOSTING)
THE CLIENT agrees that THE COMPANY has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. THE COMPANY reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement. THE COMPANY also reserves the right to refuse refunds in cases where THE COMPANY believes abuse has taken place.
THE COMPANY reserves the right to monitor any and all communications through or with our facilities. THE CLIENT also agrees that THE COMPANY is not considered a "secure communications medium", and that no expectation of privacy is afforded.
THE COMPANY will set usage limits as regards bandwidth allowance and disk space on THE CLIENT'S web hosting package. If THE CLIENT consumes large amounts of system resources, in the event of severely increased popularity for example, THE CLIENT can elect to upgrade their package to include a larger bandwidth allowance and/or disk space. THE CLIENT can also elect to simply pay an overage fee detailed at THE COMPANY'S website for each whole GIGABYTE (GB) used in bandwidth and for each whole MEGABYTE (MB) used in disk space. Further details available on request.
19. Uptime Guarantee (WEB HOSTING)
THE COMPANY guarantees the service will be available 99.9% of the time for a "99.9% Uptime Guarantee" to any of our customers in good financial standing. If THE COMPANY fails to meet the 99.9% Uptime Guarantee, the following credits will apply to those who qualify. Monthly fees are calculated by taking the annual hosting fee and dividing by 12 calendar months. Credits do not apply to the first year of hosting which is provided free to THE CLIENT.
95.0% to 99.8% - THE COMPANY will credit back 25% of the monthly fee.
90.0% to 94.9% - THE COMPANY will credit back 50% of the monthly fee.
89.9% or below - THE COMPANY will credit back 100% of the monthly fee.
THE CLIENT must request such credit within seven (7) days after Network Unavailability. THE COMPANY will calculate Network Unavailability in a calendar month. Credits will not be provided to THE CLIENT in the event that the Network Unavailability was due to (i) scheduled maintenance as posted from time to time at THE COMPANY'S website, (ii) THE CLIENT'S behaviour or the performance or failure of THE CLIENT'S equipment, facilities or applications, or (iii) circumstances beyond the reasonable control of THE COMPANY, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability or interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of your web site.
20. Zero Tolerance Spam Policy (WEB HOSTING)
THE COMPANY takes a zero tolerance stance against sending of unsolicited e-mail, commonly known as spam. Any user who sends out spam will have their account terminated without notice, and may be charged a one time administration fine of one hundred (£100) pounds if THE COMPANY can show proof that THE CLIENT sent the e-mail from our servers or network. THE COMPANY reserves the right to require changes or disable as necessary account, component that does not comply with this policy, at its sole discretion. THE COMPANY also reserves the right to make any such modifications in an emergency at our sole discretion.
21. Remedy (WEB HOSTING)
You agree that your sole and exclusive remedy to any issues relating to THE COMPANY'S web hosting service is to discontinue using the Service.
22. Relationship of the Parties
Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties.
23. Force Majeure
If by reason of failures of telecommunications or Internet service providers, labour disputes, riots, inability to obtain labour or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of THE COMPANY, THE COMPANY is unable to perform in whole or in part its obligations as set forth in this Agreement, then THE COMPANY shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make THE COMPANY liable to THE CLIENT.
24. Labour Limitations
THE COMPANY agrees to make every reasonable effort to carry out work as described at THE COMPANY'S website(s) and/or as described in the proposal(s) and supporting documents pertaining to this agreement within the agreed estimated turn-around times as per Section 6 of this agreement.
Any requests for alterations to be made to the website 30 Days (or for a period otherwise arranged) after the completion of the project will be made without further charge. Such support will be offered under strict compliance of section 25 "Maintenance and Support". The Client can elect to purchase further maintenance and support if they wish THE COMPANY to make any further alterations, modifications, or amendments to text (copy) or images, excluding original artwork and logos.
25A. Maintenance and Support – Customers with an Monthly Maintenance and Support Plan
i. PROVISIONS: This clause, in its entirety, will only apply to customers with a Monthly Maintenance and Support Plan. THE CLIENT can elect to purchase further maintenance and support if they so wish. Purchasing a Maintenance and Support Plan by way of paying monthly standing order payments will constitute an Monthly Maintenance and Support Plan provided payment is received on the agreed
due date each and every month. Payments of subscriptions and dues will constitute acceptance of this clause. Renewal dates are on a monthly basis on a set agreed date each month. Maintenance and Support is provided on an AS IS basis and is subject to all terms and conditions set forth in this agreement.
iii. LABOUR LIMITATIONS: Maintenance and Support is limited to technical support by phone or e-mail. Maintenance and support does not cover ,alterations, modifications, amendments, or additions made to text (copy), images (existing and new), navigation, general layout, logo design, addition or modification of original art work provided by THE COMPANY, script creation for the operation of any data input forms, script creation for any other purpose, customised programming or website design/redesign. Items not covered by an Monthly Maintenance and Support Plan will be charged for at THE COMPANY'S standard hourly rate with a minimum of a 1 hour charge. THE CLIENT will be notified by way of written quotation for any such requests. An invoice will be raised on THE CLIENT'S acceptance of a written quotation.
iv. PAYMENT: THE CLIENT agrees to pay, by way of standing order form or bank transfer (BACS) the maintenance and support fee. All payments are final and non-refundable.
v. REQUESTS: All maintenance and support requests must be made through THE COMPANY'S client login area. Requests made by phone, e-mail, letter or any other means of communication will be added to the client login area be THE COMPANY.
vi. LIMITATIONS AND GUARANTEES: THE COMPANY does not guarantee any time frame for any support request to be addressed or completed.
vii. FREE SUPPORT: Any support offered to a client as “FREE SUPPORT” is offered in strict compliance with clause 25 of this agreement “Maintenance and Support”.
viii. ENTITLEMENTS: An Monthly Maintenance and Support Plan will also entitle THE CLIENT to unlimited technical support and advice. Technical support and advice can be sought via telephone or THE COMPANY'S client login system, or via e-mail, or in writing. The maintenance and support plan also covers all domain name renewal fees and future upgrades to content management, e-commerce and other software, including bespoke software, provided to the client as par t of the WORK.
ix. RIGHT TO TERMINATE: THE COMPANY reserves the right to terminate an Monthly Maintenance and Support Plan at its sole discretion and without reason. THE CLIENT has the right to terminate an ACTIVE Maintenance and Support Plan at any time. Any request to terminate (i.e. cancel) an Monthly Maintenance and Support Plan must be made in writing.
25B. Maintenance and Support – Customers without an Monthly Maintenance and Support Plan
i. In the event THE CLIENT requires the services of THE COMPANY to carry out modifications, including additions, to a website or web based project provided to THE CLIENT by THE COMPANY, all work will be subject to THE COMPANY'S hourly charge. A one hour minimum charge will apply to all jobs. All support requests must be made via THE COMPANY'S client login system.
ii. In the event THE CLIENT requires the services of THE COMPANY to advise THE CLIENT concerning all technical issues regarding a website provided to THE CLIENT by THE COMPANY and/or all matters concerning all technical issues regarding a website not provided by THE COMPANY and/or any advice required will be subject to THE COMPANY'S hourly charge billed in 15 minute increments with a 15 minute minimum charge.
25C. Hourly Charge
THE COMPANY'S hourly charge as of February 1st 2009 is £25 per hour plus VAT where applicable. THE COMPANY'S hourly charge shall apply to all work carried out not covered by an Monthly Maintenance and Support Plan subsequent to the completion of a project and expiry of any free support periods. THE COMPANY'S hourly charge is not used exclusively to calculate estimated costs of new website projects.
26. Project Files
On completion of a project, THE COMPANY will make available all files that comprise the clients new website created by THE COMPANY at THE CLIENT'S request. This includes all images, html, and other data files necessary for the website to function properly. THE COMPANY will at its sole discretion obfuscate software code where it deems necessary to protect intellectual property and copyright. This will not affect the operation of the software.
27. Site By Label
The "Site By" Label must appear on all pages at all times. THE CLIENT can apply for the "Site by" label to be removed on application in writing for a fee of not less than £1000.
28. Jurisdiction and Governing Law
These conditions shall be governed by and construed in accordance with the laws of England. THE COMPANY is controlled from within the country of England. It can, however, be accessed from other places around the world. Although these places may have different laws from those of England, by accessing THE COMPANY'S website(s) you agree that the laws of England, without regard to rules relating to conflict of laws, will apply to all matters relating to your use of THE COMPANY. You, THE CLIENT, and THE COMPANY also agree to submit to the non-exclusive jurisdiction of the English courts, with respect to such matters. Users of THE COMPANY accessing it from places outside of England acknowledge that they do so voluntarily and are responsible for complying with local laws.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely - warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.
In the event of a merger, consolidation or sale of THE COMPANY, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.
32. Entire Agreement
Unless otherwise specified herein, this Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supersedes any prior Agreements between the parties with respect thereto.
The failure of THE COMPANY to enforce a provision of this Agreement shall not be construed as a waiver or limitation of THE COMPANY'S right to subsequently enforce and compel strict compliance with every provision of this Agreement.
34. Modification of Terms
THE COMPANY reserves the right to modify this policy at any time. Any modifications will be brought to the attention to THE CLIENT 30 days prior to them (the modifications) becoming applicable to this agreement.