DIY Text Marketing - Terms and Conditions

DIY Text Marketing is a brand of Ionix Digital Communications Limited (hereinafter referred to as "IDC"), a provider of the DIY Text Marketing and mobile business solutions across the UK to businesses, the catering industry, hoteliers and estate agents. These Conditions set out the terms under which IDC will provide Services to the Client (as such terms are defined below).

To the extent that the Client is deemed to be a consumer (as defined by the Unfair Contract Terms Act 1977) then these Conditions will not affect the rights of the Client as a consumer and will apply to the extent that applicable law allows.

PART 1 - GENERAL PROVISIONS

• Definitions

  "Agreement"
  the agreement between IDC and the Client for the provision of Services formed by these Conditions and the Order Confirmation(s)

  "Associated Company"
  in respect of either party, a subsidiary or holding company of that party or any subsidiary of such holding company and the terms "subsidiary" and "holding company" will have the meanings given to them by sections 736 and 736A Companies Act 1985

  "Business Day"
  a day which is not a Saturday or Sunday or public or bank holiday in England and Wales

  "Business Hours"
  9am to 5pm on each Business Day

  "Client"
  as identified on the Order Confirmation(s)

  "Conditions"
  these conditions (in four parts) to be read in conjunction with the Order Confirmation(s)

  "DIY Text Marketing Domain Services"
  those domain registration and other related services (if any) provided to the Client by IDC pursuant to the Agreement, as described on a relevant Order Confirmation

  "Fees"
  the charges due to IDC under the Agreement in relation to the Services, as set out on the Order Confirmation(s). Fees and all payments will be taken through the company Genesis Software unless specified otherwise.

  "Intellectual Property Rights"
  any and all patents, trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same

  "Order Confirmation"
  the order confirmation form(s) submitted by IDC to the Client by email or otherwise in writing for the provision of the Services, in response to the Client's order or request

  "IDC"
  Ionix Digital Communications Ltd, of 20, The Pantechnicon, Seamoor Road, Westbourne, Bournemouth, Dorset BH4 9AN registered in England (Company No. 5454082)

  "Services"
  those development, implementation, consultancy, hosting and other services (if any) provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation, together with any Support Services and Domain Services

• 2 Interpretation
  
  

  • 2.1 The headings used in the Agreement are inserted for convenience only and are not intended to be part of nor to affect the meaning or interpretation of any of the Agreement.

  • 2.2 In the Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require.

  • 2.3 The expression "person" means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.

  • 2.4 In the event of a conflict between any of these Conditions and any Order Confirmation, the conflict will be resolved according to the following order of priority: these Conditions then the Order Confirmation.

  • 2.5 The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

  • 2.6 The Agreement (as varied in accordance with its terms) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between the parties.

  • 2.7 The parties do not intend that any of the terms of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not party to it.

  • 2.8 References in these Conditions to clauses means clauses of these Conditions. References in these Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted

• 3 Service Provision
  
  

  • 3.1 The Services are described or referred to on the Order Confirmation(s).

  • 3.2 The terms of the Agreement form the entire agreement between IDC and the Client in relation to the Services and all other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Client may not rely upon any representation made or given by any employee of IDC prior to the Agreement being entered into unless confirmed in the Agreement.

  • 3.3 IDC may at any time and from time to time improve, correct or otherwise modify all or any of the Services provided that such modification does not materially affect provision of the Services to the Client. IDC will endeavour to give the Client reasonable notice of any such modification, where this is reasonably practicable.

  • 3.4 In the event that the Client wishes to alter the Services (any such alteration being hereinafter referred to as an Amended Service) then it shall make a written submission to the Company setting out its requirements.

  • 3.5 Subject to the agreement with the Client of any increase in the fees as a result of an Amended Service, IDC shall be under a prima facie obligation to implement the Clients request. IDC shall only be entitled to refuse a request for an Amended Service where it is able to demonstrate objectively that it is unable to perform the Amended Service in question.

  • 3.6 Without prejudice to its other rights and remedies, IDC may at its sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:

    • 3.6.1 notified or unscheduled upgrade or maintenance of IDC's IT systems;

    • 3.6.2 issue by any competent authority of an order which is binding on IDC which affects the Services;

    • 3.6.3 if the Client fails to pay any Fees or any other sums owing to IDC by the Client when they fall due;

    • 3.6.4 if an event occurs and IDC deem it to be appropriate to terminate the Agreement;

  Where IDC suspends provision of the Services in accordance with clause 3.6.3, it will only be obliged to recommence provision during Business Hours and once the Client has paid all relevant outstanding sums in clear funds together with any relevant reinstatement fee (as published from time to time by IDC) and has accepted any revised payment terms requested by IDC (such as payment by credit card).

• 4 Service Delivery
  
  

  • 4.1 The Client acknowledges that, given the nature of such services, IDC cannot guarantee that the Services, when delivered via mobile networks, will be uninterrupted or error free.

  • 4.2 To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Services and any Client Systems and Ancillary Systems are provided by IDC to the Client on an "as is" and "as available" basis and no warranty or representation (express or implied) of any kind are given in connection with the Agreement including as to satisfactory quality and fitness for a particular purpose. In particular, IDC gives no warranty or representation that:

    • 4.2.1 the Services will meet the Client's requirements;

    • 4.2.2 the Services will be provided on an uninterrupted, timely, secure or error-free basis; or

    • 4.2.3 any results obtained from use of the Services will be accurate, complete or current.

  • 4.3 IDC warrants that it will provide the Services with reasonable care and skill. IDC will not be liable for a breach of such warranty unless the Client notifies IDC in writing of such failure within 14 days of the Client becoming aware of the failure.

  • 4.4 If the Client makes a valid claim against IDC based on a failure by IDC to comply with the warranty set out in clause 4.3 IDC may, at its option, take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to such Services, provided that the liability of IDC under such warranty will in no event exceed one and a quarter times the amount of the Fees paid to IDC by the Client (excluding VAT and expenses) in the 12 month period prior to the date on which the Client makes the claim. If IDC complies with this clause, it will have no further liability for a breach of the said warranty.

• 5 Client's Obligations
  
  

  • 5.1 The Client agrees that it will:

    • 5.1.1 immediately notify IDC on becoming aware of any unauthorised use of all or any of the Services and/or relevant part of the Client System;

    • 5.1.2 not use the Services, Ancillary Systems and/or Client System or allow them to be used for any unlawful purpose or for the publication of any unlawful material or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal whether under English law or regulation, the laws or regulations of the Client's country or any other place where the results of such purpose or the material in question can be accessed;

    • 5.1.3 not use the Services, Ancillary Systems and/or Client System or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of IDC may harm IDC or any of its Associated Companies or clients or bring IDC into disrepute or which calls into question any action taken by IDC on the Client's behalf;

    • 5.1.4 ensure that it has all necessary consents, permissions and licences to make use of the Services including registration and appropriate consents and approvals under the Data Protection Act 1998;

    • 5.1.5 not provide any technical or other information obtained from IDC and/or relating to the Services to any person which the Client is aware or ought reasonably be aware may directly or indirectly lead to a breach of any law or regulation;

    • 5.1.6 comply with any security policy notified to it from time to time by IDC and, in particular, ensure that all passwords and user names provided to it by IDC are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform IDC immediately;

    • 5.1.7 be entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorised by it or not and the Client acknowledges that IDC shall not be liable for any loss of confidentiality or for any damages arising from the Client's inability to comply with these Conditions;

    • 5.1.8 ensure that all communication details which it provides to IDC are at all times true, current, accurate and complete. The Client will promptly notify IDC of any change to such details and acknowledges that IDC will not be liable for any loss suffered or incurred by the Client as a result of its failure to notify such changes to IDC; and

  • 5.2 If, in IDC's opinion, the Client is in breach of the provisions of clauses 5.1.2 to 5.1.4 then IDC may without prejudice to its other rights and remedies immediately by written notice to the Client:

    • 5.2.1 suspend provision of the Services;

    • 5.2.2 terminate the Agreement; or

    • 5.2.3 amend or remove any Client Messages

      IDC may also notify appropriate public authorities (governmental or otherwise including the police or other enforcement authority) of any such breach, where it deems necessary.

  • 5.3 Where as part of the Services the Client is entitled (having obtained IDC's prior written consent) to resell the whole or any part of the Services to a third party then the Client will:

    • 5.3.1 procure such third party's compliance with and acceptance of these Conditions;

    • 5.3.2 be fully responsible for the acts and omissions of any such third party; and

    • 5.3.3 indemnify IDC for any losses it suffers as a result of such acts or omissions.

• 6 Service Provision
  
  

  • 6.1 IDC will provide the DIY Text Marketing Domain Services to the Client upon the terms and conditions set out in this document.

  • 6.2 The Client undertakes and warrants to IDC that the registration of any DIY Text Marketing domain name requested by it (a "Requested Domain"):

    • 6.2.1 and the manner in which it is to be directly or indirectly used will not infringe any third party rights; and

    • 6.2.2 is not being made in bad faith or could be considered to be an abusive registration.

      The Client also confirms and warrants that any Requested DIY Text Marketing Domain is not being registered and will at no time whatsoever be used for any unlawful purpose.

  • 6.3 The Client acknowledges that, whilst IDC will use its reasonable endeavours to register a Requested DIY Text Marketing Domain, IDC will not be obliged to accept any request to register or continue to process any registration of a Requested DIY Text Marketing Domain.

  • 6.4 IDC makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested DIY Text Marketing Domain. The Client acknowledges that IDC cannot guarantee the reservation or registration of any Requested DIY Text Marketing Domain.

  • 6.5 The Client will check that the DIY Text Marketing domain name as reported on all documents sent to the Client (such as invoices and e-mail notifications) is spelt correctly. The Client will notify IDC of any incorrect spellings of a Requested DIY Text Marketing Domain promptly and in any event within 24 hours of receiving such document.

  • 6.6 If the Client wishes to transfer ownership of a Requested DIY Text Marketing Domain then it will procure that all necessary consents to that transfer are obtained and will deliver up to IDC, on demand, documentary evidence of that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested DIY Text Marketing Domain to another person (the "Transferee") the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested DIY Text Marketing Domain will not be transferred until IDC receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement.

  • 6.7 IDC will not transfer ownership of a Requested DIY Text Marketing Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to IDC.

• 7 Payment Terms
  
  

  • 7.1 The Fees are payable to IDC subject to the following conditions:

    • 7.1.1 Fees payable monthly or yearly will be paid in advance and will not be refundable in whole or part if the Agreement or relevant part is terminated during the period to which the payment relates;

    • 7.1.2 any set up fee will (unless stated to be included within later payments) be payable immediately;

      IDC may vary the Suppliers Standard Charges from time to time by giving not less than one months written notice to the Client.

      All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time, if applicable.

  • 7.2 The Client agrees to pay IDC's invoices within 7 days of invoice due date.

  • 7.3 All sums payable to IDC under the Agreement must be paid in full with no set off or deduction.

  • 7.4 If payment is not made on the due date, IDC shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% per cent above the base rate from time to time of National Westminster Bank plc from the due date until the outstanding amount is paid in full.

  • 7.5 IDC may make a search in relation to the Client with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries, and share that information with third parties. IDC may also make enquiries about the principle directors/proprietors of the Client with a credit reference agency.

  • 7.6 Where the Client authorises payment of any of the Fees by credit card then IDC may deduct other amounts becoming payable to it under the Agreement under that credit card without obtaining additional authorisation from the Client.

  • 7.7 IDC will be entitled to remove the Client's data from its systems if any amount due under the Agreement is not paid within 21 days of its due date for payment.

• 8 Confidential Information
  
  

  • 8.1 Each party will (unless contrary to law):

    • 8.1.1 keep confidential all information obtained from the other under or in connection with the Agreement ("Information");

    • 8.1.2 not disclose any Information to any third party without the prior written consent of the other except to such persons and to such extent as may be strictly necessary for the performance of the Agreement;

    • 8.1.3not use any Information otherwise than for the purposes of the Agreement.

  • 8.2 The provisions of clause 8.1 do not apply to Information which:

    • 8.2.1 is or becomes public knowledge (otherwise than by breach of this clause); or

    • 8.2.2 was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or

    • 8.2.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

    and nothing in this clause 8 prevents either party from disclosing any Information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.

  • 8.3 The provisions of this clause 8 will continue to apply notwithstanding termination of the Agreement.

  • 8.4 The Client, by entering into the Agreement, consents to IDC sending to the Client by whatever means the Company deems appropriate (whether by email or otherwise) information concerning new products and other services that IDC and its Associated Companies may from time to time offer.

• 9 Intellectual Property
  
  

  • 9.1 The Client acknowledges and agrees that it will not own or acquire ownership of any Intellectual Property Rights in or relating to the DIY Text Marketing Business Domains, Services or created in performing the Services and that it will have no rights in or to the DIY Text Marketing Business Domains and Services other than the rights expressly granted by the Agreement.

  • 9.2 The Client will indemnify and keep IDC indemnified from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands, legal costs (on a full indemnity basis) and judgments which IDC incurs or suffers as a consequence of infringement of any Intellectual Property Right of any third party arising directly or indirectly from:

    • 9.2.1 the provision by IDC of Services making use of information or specifications supplied by the Client;

    • 9.2.2 the Client's failure to procure all necessary rights from third parties which are from time to time required in order for IDC to be able legally to provide the Services; or

    • 9.2.3 the use by IDC in connection with the Agreement of the Client System and the Client Materials.

  • 9.3 No Intellectual Property Rights created or acquired by IDC will transfer or be assigned to the Client unless IDC and the Client have signed a written assignment document to that effect.

• 10 Liability
  
  

  • 10.1 The provisions of this clause 10 and the provisions of clauses 4 set out the entire liability of IDC (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Client in respect of:

    • 10.1.1 any breach of the Agreement; and

    • 10.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Agreement.

  • 10.2 Nothing in the Agreement excludes or limits the liability of IDC for death or personal injury caused by the negligence of IDC, fraud or a breach of section 12 of the Sale of Goods Act 1979.

  • 10.2 IDC will use its reasonable endeavours to provide the Services in accordance with any timescale set out on the Order Confirmation(s), but will not be liable for any loss, damage, costs, expenses or other claims for compensation to the Client where, using those endeavours, it fails to meet any timescale.

  • 10.3 IDC shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of IDCs obligations in relation to the Services, if the delay or failure was due to any cause beyond the Suppliers reasonable control.

  • 10.4 IDC will not be liable for any failure to provide the Services resulting from any breach by the Client or its employees, agents or subcontractors of the Agreement.

  • 10.5 IDC shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

  • 10.6 IDC will not be obliged to provide any services not referred to on the Order Confirmation(s).

  • 10.7 Where IDC supplies in connection with the provision of the Services any goods supplied by a third party, IDC does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

  • 10.8 IDC will not be liable to the Client in contract, tort, misrepresentation or otherwise (including negligence), for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, or for any loss of profit, loss of business, loss of contract, depletion of goodwill or otherwise (whether direct or indirect), and whether or not caused by the negligence of IDC or its employees, agents or authorised representatives, which arises out of or in connection with the Agreement. The entire liability of IDC under or in connection with the Contract shall not exceed one and a quarter times the amount of the Fees paid to IDC by the Client (excluding VAT and expenses) in the 12 month period prior to the date on which the Client makes the claim, except as expressly provided in these Terms.

  • 10.9 The Client acknowledges that the allocation of risk in the Agreement reflects the price paid for the Services and that it is not within the control of IDC how or for what purposes they are used.

• 11 Client Indemnity
  
  

  The Client will fully indemnify and keep IDC and its Associated Companies, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by it and arising from any of the following:

  • 11.1 the Client's breach of the Agreement, negligence or other default;

  • 11.2 the Client's use or misuse of the Services.

• 12 Force Majeure
  
  

  Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, circumstances beyond the reasonable control of that party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use or access to the IT systems of IDC or the Client, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.

• 13 Term and Termination
  
  

  Without prejudice to the remaining provisions of this clause 13, clause 5 and any other rights and remedies available to IDC:

  • 13.1 IDC will provide the Services for the period of 12 months from the date of the relevant Order Confirmation or, where different, any other period of supply stated on the Order Confirmation (such period being termed the "Initial Period") and will continue beyond that period, subject to termination by:

    • 13.1.1 the Client upon serving 30 days' written notice on IDC following completion of IDC's prescribed template procedures for terminating the whole or any part of the Agreement (details of which can be obtained from IDC's Customer Services Team); or

    • 13.1.2 IDC serving 30 days' written notice on the Client to expire at any time after the Initial Period.

  • 13.2 IDC may immediately terminate the Agreement (or at its option, any part of it) by notice in writing to the Client if the Client fails to pay to IDC any sum due under the Agreement on the due date for payment.

  • 13.3 Either party may terminate the Agreement (or, at its option, any part of it) forthwith by notice in writing to the other if the other party:

    • 13.3.1 is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 30 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;

    • 13.3.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986;

    • 13.3.3 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

    • 13.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

    • 13.3.5 has ceased or threatened to cease to trade.

• 14 Consequences of Termination
  
  

  • 14.1 Termination of the Agreement is without prejudice to the rights and duties of either party accrued prior to termination.

  • 14.2 The clauses of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

  • 14.3 IDC may without notice remove the Client's data from its systems and any Equipment after expiry of 5 Business Days following termination. For the purposes of this clause, the date of termination will be either the date that IDC receives signed authorisation from the Client instructing cancellation of account or the date of expiry of notice of termination served in accordance with these Conditions.

  • 14.4 Upon termination of the Agreement, the Client will forthwith:

    • 14.4.1 cease to use the DIY Text Marketing Business Domain and Services;

    • 14.4.2 pay all outstanding invoices raised by IDC pursuant to the Agreement

• 15 Severability
  
  

  The illegality, invalidity or unenforceability of any provision of the Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any court or competent authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

• 16 Waiver
  
  

  • 16.1 The failure or delay by either party in exercising any right, power or remedy of that party under the Agreement will not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under the Agreement will not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.

  • 16.2 Any waiver by either party of a breach of or default under any of the terms of the Agreement by the other party is not deemed a waiver of any subsequent breach or default and in no way affects the other terms of the Agreement.

• 17 Assignment and Subcontracting
  
  

  The Client may not assign the benefit or delegate the burden of the Agreement nor sub-license any of its rights under the Agreement (including to its Associated Company) without the prior written consent of IDC. Any consent provided by IDC under this clause is given on condition that the assignee or licensee, as the case may be, agrees to comply with the terms of the Agreement as if they were the Client. IDC may sub-contract or assign any or all of its rights and obligations under the Agreement.

• 18 Amendments
  
  

  No variation or amendment to the Agreement (including any Order Confirmation) is effective unless agreed in writing and signed by an authorised representative of IDC.

• 19 Notices
  
  

  Any notice to be given or made by either party under or in connection with the Agreement must be in writing and given or made to the other party at its address stated in the Order Form or to such other address as either party may from time to time notify to the other. Every notice, if so addressed, is deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party, if sent by prepaid first class post, two Business Days after the date of posting and if transmitted by facsimile, at the time of transmission (provided a confirmatory letter is sent by prepaid first class post) provided that, where, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Business Day or after 4.00 p.m. on a Business Day, such notice shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

• 20 Applicable Law and Jurisdiction
  
  

  The construction, performance and validity of the Agreement will be governed by English law and the English courts have jurisdiction to settle any disputes which may arise out of or in connection with it.

• 21 Performance
  
  

  • 21.1 The Client acknowledges that:

    • 21.1.1 online software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of the Agreement;