White Label Application - Terms of Use

  1. INTERPRETATION

    1. In this Agreement the following terms have the following meanings:
        • Application - the online, web-based application service, including offline components, if any, provided by us:
          (A) Allowing you and your customers to raise consignment bookings where the final mile carrier label will be produced and through which the progress of such consignment bookings may be tracked; and
          (B) Which may be branded with your name, trade marks or other branding;
        • Child Account - A User Account designated by you to one of your customers (as notified in writing by you to us) through which such customer may access and use the Application andon which Your Data is inputted, stored and retrieved;
        • Click Fees - The fees stated in the Proposal which are payable for all labels requested, whether or not a consignment results, on the basis of the actual daily click volumes;
        • Contact Period Control - The period stated in the Proposal; in relation to a body corporate, means the power of a person to secure that the affairs of the body corporate are conductedin accordance with the wishes of that person
          (A) By the holding of shares, or the possession of voting power, in relation to that or any other body corporate; or
          (B) By virtue of any powers conferred by the constitutional documents or any other document regulating that or any other body corporate;
        and a “Change of Control”, in relation to a body corporate, occurs if any person who Controls it ceases to do so or if any person acquires Control of it;
        • Data Protection Legislation - all applicable data protection legislation including:
          (i) The Data Protection Act 2018;
          (ii) The Privacy and Electronic Communications (EC Directive) Regulations 2003;
          (iii) The General Data Protection Regulation 2016/679/EU;
          (iv) Any laws which implement any of the foregoing; and
          (v) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
        • Documentation - any explanatory or written materials (whether printed or electronic) and any modification or addition to such materials as we may provide to you for the purposes ofdescribing the functionality or operation of the Application;
        • Fault - Any failure of the Application to operate in all material respects in accordance with the Documentation, but excluding any failure or error resulting from
          (A) operator error or use of the Application in a manner inconsistent with the Documentation,
          (B) any breach of the Agreement,
          (C) your failure to implement recommendations in respect of Solutions or Faults previously advised by us,
          (D) any improper use, misuse or unauthorised alteration of the Application by you, or
          (E) your computer equipment or any third party services or products not supplied or approved by us for use with the Application;
        • Fees - the Onboarding Fees and/or the Click Fees as applicable;
        • Group -in relation to you, any other body corporate which is your holding company or subsidiary and any other body corporate which is a subsidiary of your holding company (and“holding company” and “subsidiary” shall have the meaning given to them by section 1159 Companies Act 2006);
        • Onboarding Fees - The fees referred to as onboarding fees in the Proposal;
        • Parent Account - A User Account through which you (but not other entities, associated or affiliated persons or entities that form part of your Group) may access and use theApplication and on which Your Data is inputted, stored and retrieved;
        • Proposal - Our proposal as contained in the document we provide to you titled “Account Application Form and Terms and Conditions”;
        • Solution - Either of the following outcomes
          (A) A correction of a Fault or
          (B) A workaround in relation to a Fault (including reversal of any changes to the Application if deeded appropriate by us);
        • Users - Parent Account users (being your employees or representatives) and/or Child Account users (being your designated customer’s employees or representatives) aspermitted in accordance with the terms of this Agreement;
        • User Account - Either the Parent Account and/or a Child Account and/or the Child Accounts as applicable;
        • Your Data - The data inputted by Users for the purpose of using the Application or facilitating Users use of the Application or data retrieved by Users through the Application;
    2. Any words following the terms “include”, “includes”, “including”, “for example”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    3. The terms of this Agreement are in addition to and form part of our Terms and Conditions. If there is a conflict between our Terms and Conditions and the terms of this Agreement, this Agreement shall prevail.

  2. USE OF THE APPLICATION

    1. In consideration of you abiding by the terms of this Agreement and paying the Fees in accordance with clause 6, we grant you and your Users a limited, non-exclusive, non- transferable, non-sub-licensable, right to access and use the Application and the Documentation in accordance with the number of User Accounts and subject to the provisions of this Agreement.
    2. This Agreement does not transfer or modify any ownership rights related to the Application, which are exclusively held by us.
    3. The Application is supplied for internal business purposes only and you may not resell the Application or charge Users for using and accessing the Application.
    4. We may modify the Application from time to time provided that the performance and functionality of the Application will not be materially decreased from that available at the date of the Agreement.
    5. The number of User Accounts is limited as follows:
        2.5.1. one Parent Account; and
        2.5.2. the number of Child Accounts indicated in the Proposal.
    6. You shall keep any access information for your User Accounts secure and confidential and you shall be solely responsible for any unauthorised access to your User Accounts and/or the Application resulting from a breach of clause 2.6 or clause 2.7.
    7. You shall ensure that:
        2.7.1. each User Account is used by the designated User (your Parent Account may be used by your employees or representatives and a Child Account may be used by your designated customer’s employees or representatives);
        2.7.2. Users keep User Account access information secure and confidential; and
        2.7.3. Users do not share their User Account access information with anyone else.
    8. You shall not:
        2.8.1. attempt in any way to circumvent or otherwise interfere with any security precautions, procedural controls, or other measures related to or incorporated into the Application (and the software used in support thereof) or attempt to gain unauthorised access to the Application (and the software used in support thereof) or its related information technology systems or networks;
        2.8.2. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
        2.8.3. send or store unlawful, infringing, offensive, obscene, discriminatory, threatening or otherwise unlawful, immoral or tortious material;
        2.8.4. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
        2.8.5. interfere with or disrupt the integrity or performance of the Application or its related information technology systems or networks or the data contained therein;
        2.8.6. except as may be allowed by applicable law which is incapable of exclusion by agreement, modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer, transmit, distribute or exploit any portion of the Application (and the software used in support thereof); or
        2.8.7. access all or any part of the Application (including but not limited to the software used in support thereof) in order to build a product or service which competes with the Application.
    9. You shall:
        2.9.1. be solely responsible for any third party (which shall include Users) accessing and using the Application through your User Accounts (unless such access is gained as a result of our negligence or our breach of this Agreement);
        2.9.2. prevent unauthorised access to, or use of, the Application (unless such access is gained as result of our negligence or our breach of this Agreement);
        2.9.3. ensure that the Application is used by Users in accordance with the terms of this Agreement;
        2.9.4. comply with all applicable laws and regulations with respect to your activities under the Agreement including in relation to your use of the Application and the data that you upload to or transmit from the Application; and
        2.9.5. be solely responsible for:
          2.9.5.1. procuring and maintaining your network connections and telecommunications links; and
          2.9.5.2. all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network communications or telecommunications links or caused by the internet; and
          2.9.5.3. all additional charges or penalties resulting from Your Data to the extent that they may be attributed, including but not limited to those resulting from weight or dimension discrepancies on consignments handled by us or our permitted subcontractor.
    10. You accept responsibility for the selection of the Application to achieve your intended results and, except as expressly provided in the Agreement, you assume sole responsibility for results obtained from your use of the Application.

  3. USER ACCOUNTS

    1. If at any time during the Contract Period you need to increase the number of Child Accounts you may do so by paying the rate for the additional number of Child Accounts required as stated in our then current price list (subject to a reasonable adjustment to reflect the time remaining in the Contract Period) and for any further Contract Periods.
    2. If you wish to decrease the number of Child Accounts you may do so on no less than 30 days’ notice in writing to us such notice to take effect from the end of the then current Contract Period for any further Contract Periods.
    3. You shall permit us to audit use of the Application through your User Accounts and we may access your use of the Application for the purposes of confirming your compliance with the terms of the Agreement. Our audit shall be conducted in such a manner so as to cause minimal disruption to your business and the business of your customers. Our audits shall,subject to the remainder of this clause, be performed at our expense. If any audit reveals that your use of the Application is in excess of the number of User Accounts permitted under the terms of the Agreement we may require you to purchase additional User Accounts at the rate stated in our then current price list. In addition, if any audit reveals any other discrepancy in the Fees paid by you, we shall be entitled to submit an invoice for the additional amount which shall be payable within 30 days’ of receipt. In the event that any discrepancy in Fees paid exceeds 10% of the Fees paid in the 6 months prior to the audit you shall pay the reasonable costs of the audit.

  4. SERVICES

    1. We shall use reasonable endeavours to make the Application available 24 hours a day 7 days a week, except for:
        4.1.1. planned maintenance carried out during the maintenance window of 19.00 to 08.00 (UK time); and
        4.1.2. unscheduled maintenance which will wherever possible (but cannot be guaranteed) be performed outside the hours of 08.00 to 19.00 (UK time) Monday to Friday
    2. If, for any reason, we anticipate the Application being unavailable for any extended period for maintenance, we will, wherever possible, give you notice of such unavailability.
    3. We will provide reasonable non-priority support to Parent Account users (but not Child Account users) in relation to any Fault you identify with the Application (additional support services, including support to Child Account Users, will be subject to additional terms and conditions and will be subject to an additional fee). We shall provide such support with reasonable care and skill.
    4. If you find a Fault with the Application you should promptly notify us using the service desk contact details stated in the Documentation during the service desk hours stated in the Documentation. We shall use reasonable endeavours to provide a Solution to such Fault in accordance with the service levels stated in the Documentation. You shall co-operate fully in the diagnosis of any Fault in the Application. Time for the provision of such services shall not be of the essence. You warrant that there are no third parties who would have a claim against us as a result of our provision of such services to you.
    5. We shall use reasonable endeavours to maintain the security and integrity of the Application and Your Data.
    6. We shall not be responsible for any charges, losses or delays resulting from us being prevented from or delayed in performing our obligations under the Agreement by any of your acts or omissions or by any of the acts or omissions of those accessing the Application through your User Accounts (unless caused by our negligence or our breach of this Agreement).
    7. Notwithstanding the foregoing, we:
        4.7.1. do not warrant that the Application and/or the information obtained by you through it will meet your requirements or that its operation will be uninterrupted or error free. All warranties, representations or guarantees of any kind, express or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result are excluded; and
        4.7.2. shall not be responsible for acts or omissions of any Users that result in a failure or disruption of the Application.
    8. We shall not be responsible for any charges, losses or delays resulting from us being prevented from or delayed in performing our obligations under the Agreement by any of your acts or omissions or by any of the acts or omissions of those accessing the Application through your User Accounts (unless caused by our negligence or our breach of this Agreement).
    9. Notwithstanding the foregoing, we:
        4.9.1. do not warrant that the Application and/or the information obtained by you through it will meet your requirements or that its operation will be uninterrupted or error free. All warranties, representations or guarantees of any kind, express or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result are excluded; and
        4.9.2. shall not be responsible for acts or omissions of any Users that result in a failure or disruption of the Application.

  5. YOUR DATA

    1. As between us and you, you shall own all right, title and interest in and to Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
    2. We may access your User Accounts, including Your Data, for the purposes of providing the Application and performing our obligations under the Agreement. You grant to us the non- exclusive right to use, copy, store, transmit and display Your Data to the extent necessary to provide the Application and to perform our obligations under the Agreement. You warrant that you have the necessary rights, licences, permission, consents and authorisations to grant the right in this clause 5.2.
    3. We will use reasonable endeavours to archive Your Data on a regular basis and to retain it for the Contract Period. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable endeavours to restore such lost or damaged data from the latest back-up of such data maintained by us in accordance with our archiving procedures. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except for third parties authorised to act on our behalf).
    4. Your Data is available to download from the Application in CSV/XLS format. We recommend that you, on a reasonably regular basis, download and make back-ups of Your Data.
    5. You agree to provide any notices and obtain any consents related to your use of the Application including those relating to the collection, use, transfer and disclosure of personal information. You shall, on request, provide us with evidence to our reasonable satisfaction that you have such consents.
    6. We will treat Your Data as confidential and, save as to the extent that disclosure is required by law or a court of competent jurisdiction, we will not disclose your confidential information to any third party.

  6. FEES

    1. Onboarding Fees shall be invoiced on the date stated in the Proposal.
    2. Click Fees are payable for all labels requested, whether or not a consignment results, on the basis of the actual daily click volumes, and shall be invoiced weekly in arrears.
    3. You will pay the Fees in full (without any set-off, deduction or withholding) in accordance with the payment terms set out in the Proposal.
    4. All amounts and fees stated or referred to in the Agreement are exclusive of, and you shall pay, all applicable taxes, duties and levies ruling at the date of payment.
    5. If you fail to pay any amount due to us by the due date, without prejudice to any of our other rights, all sums owed by you to us shall become due and payable immediately and we shall be entitled to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. You shall also reimburse all legal and other costs incurred by us in recovering any amounts owing from you.
    6. The Fees shall, provided that you stay on the same number of User Accounts stated in the Proposal, be fixed for the Contract Period. Thereafter we may increase the Fees on giving you no less than 40 days’ notice of such increase to take effect from the first day of the next Contract Period.

  7. INTELLECTUAL PROPERTY RIGHTS

    1. You acknowledge that the Application (including the software in support thereof) is our (or our licensors) confidential information and that you shall treat it as such and not disclose it to any third party save for those Users that are aware that the Application is our (or our licensors) confidential information and are bound to treat it as such.
    2. Each party retains all rights and interest in or to its respective intellectual property pre-dating the Agreement or developed independently by it without reference to the other party’s intellectual property.
    3. You acknowledge that all intellectual property rights in the Application and the software used in support thereof throughout the world belong to us or our licensors as appropriate. Your sole right to access and use the Application is as set for in this Agreement and you shall not, by virtue of the Agreement or otherwise (including by virtue of the Application being branded with your name, trade marks or other branding), acquire any proprietary right in or over the Application (including any copyright, goodwill or other rights in the Application).
    4. You acknowledge that you have no right to have access to the Application in source code form.
    5. You will not attempt in any way to remove, conceal or overwrite any copyright notices or circumvent any technical protection matters incorporated into the Application to protect the intellectual property rights in the Application from being misappropriated.
    6. You must not, unless expressly permitted by the terms of this Agreement:
        7.6.1. communicate or otherwise make available the Application to any third party;
        7.6.2. use the Application for a third party’s benefit; or
        7.6.3. use the Application for any purpose other than as permitted under this Agreement.
    7. You acknowledge that damages alone may not be an adequate remedy for any breach of this Agreement and that accordingly we shall be entitled to the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual breach of this clause 7.
    8. The obligations contained in this clause 7 shall not apply, or shall cease to apply, to:
        7.8.1. any software or application you can show to our reasonable satisfaction has been independently developed by you, or a third party, without reference to the Application;
        7.8.2. the extent that the Application is already in the public domain; or
        7.8.3. the extent that disclosure is required by law or a court of competent jurisdiction.

  8. LIMITATION OF LIABILITY

    1. Nothing in this Agreement shall limit or exclude our liability for:
        8.1.1. death or personal injury resulting from our negligence;
        8.1.2. fraud or fraudulent misrepresentation;
        8.1.3. any other liability that cannot be excluded or limited by law.
    2. Subject to clause 8.1, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
        8.2.1. loss of profits, sales, business, or revenue;
        8.2.2. business interruption;
        8.2.3. loss of anticipated savings;
        8.2.4. loss or corruption of data or information;
        8.2.5. loss of business opportunity, goodwill or reputation;
        8.2.6. any indirect or consequential loss or damage; or
        8.2.7. any third party claims against you (including claims by your customers).
    3. Subject to clause 8.1 and clause 8.2:
        8.3.1. our liability whether in contract, tort (including negligence) or otherwise in respect of any claim or any series of connected claims shall in all circumstances be limited to a sum equal to the Fees paid by you in the 12 month period prior to the event giving rise to such claim.
        8.3.2. our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the lesser of:
          8.3.2.1. a sum equal to the Fees paid by you in cleared funds under this Agreement; and
          8.3.2.2. £50,000.
    4. Subject to clause 8.1, we shall be discharged of all liability arising under or in connection with the Agreement unless (without extending statutory limitation) proceedings are begun and served within 12 months after you became aware (or should reasonably have become aware) of the facts giving rise to such liability.

  9. INDEMNITY
    1. We will, subject to clause 9.3, defend and indemnify you against a claim that the Application used in accordance with this Agreement actually or allegedly infringes upon any intellectual property right of a third party provided that:
        9.1.1. you do not, without our prior written approval, make any admission relating to the claim;
        9.1.2. you notify us in writing within 7 days of the claim;
        9.1.3. we have sole control and conduct of all negotiations and proceedings; and
        9.1.4. you provide us with the assistance, information and authority necessary to perform our obligations under this clause 9.
    2. In the event the Application is legally held or is believed by us to infringe, we shall have the option, at our expense, to:
        9.2.1. replace or modify the Application to be non-infringing;
        9.2.2. obtain for you a licence to continue using the Application; or
        9.2.3. if the options in clause 9.2.1 and clause 9.2.2 cannot be accomplished on reasonable terms, terminate this Agreement and reimburse a reasonable proportion of the Onboarding Fees.
    3. We shall not be liable for any claim for infringement resulting from:
        9.3.1. content or materials provided by you or on your behalf (including your name, trade marks or other branding with which the Application may be branded);
        9.3.2. us having adhered to instructions given by you or on your behalf;
        9.3.3. improvements or modifications made by or for or used by you unless you and us agree in writing to the contrary;
        9.3.4. any combination of the Application (in whole or in part) with any other services or products not supplied or approved by us for use with the Application; or
        9.3.5. Your Data.
    4. This clause 9 states our entire liability and your exclusive remedy for infringement of any intellectual property rights.
    5. You will defend and indemnify us against:
        9.5.1. any claim that our use of your intellectual property as may be permitted by you from time to time (including use of your name, trade marks or other branding with which the Application may be branded) and in accordance with your instructions infringes upon any intellectual property right of a third party or is contrary to any other law;
        9.5.2. any claims made against us for actual or alleged infringement of any third party rights arising out of or accruing from any breach by you of the terms of this Agreement; or
        9.5.3. any misuse of the Application (including the uploading or transmitting of data contrary to the terms of the Agreement) by anyone accessing the Application through one of your User Accounts.

  10. TERM AND TERMINATION
    1. The Agreement is, subject to earlier termination in accordance with this clause 10, effective for the Contract Period and shall renew automatically for further Contract Periods subject to either party serving 30 days’ written notice on the other party to terminate, such notice to take effect at the end of the then current Contract Period.
    2. Without limiting our other rights or remedies, we may suspend our performance of or (whether or not such performance has previously been suspended) terminate the Agreement, without liability to you, by giving you notice in writing at any time or times if you:
        10.2.1. fail to make any payment when and as due or otherwise default in any of your obligations under the Agreement;
        10.2.2. are unable to pay your debts in the ordinary course of business;
        10.2.3. have a receiver, manager, administrator, administrative receiver or trustee in bankruptcy (as the case may be) appointed for all or any part of your undertaking, assets or income, have a resolution passed or a petition presented to any court for your winding up (compulsorily or voluntarily), enter into any composition or arrangement with your creditors (whether formal or informal), have any distraint or execution levied on any of your assets, suffer any action similar to any of the foregoing in any jurisdiction;
        10.2.4. you undergo a Change of Control without our prior written consent (such consent not be unreasonably withheld or delayed); or
        10.2.5. we bona fide believe any of the foregoing matters may occur.
    3. The Agreement may be terminated by either party where the other:
        10.3.1. breaches a material obligation of the Agreement and, where the breach is remediable, the party in breach has failed to remedy it within 28 days after written notice giving full particulars of the breach; or
        10.3.2. repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement.
    4. If you terminate the Agreement pursuant to clause 10.3, we shall refund you a reasonable proportion of the Onboarding Fees paid in advance.
    5. On termination of the Agreement for any reason:
        10.5.1. you shall immediately pay all outstanding amounts to us and in respect of Click Fees in relation to which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
        10.5.2. all rights granted to access or use the Application shall immediately terminate and you shall ensure that all Users immediately cease to access or use the Application;
        10.5.3. we will delete or destroy any of Your Data that we have in our possession or control:
          10.5.3.1. immediately on your written request to us; or
          10.5.3.2. if no such request is received, on the expiry of 3 months from the date of termination.
        10.5.4. the accrued rights/remedies of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including clause 7, clause 8, clause 9, clause 10, clause 11 and clause 12), shall not be affected or prejudiced.

  11. DATA PROTECTION AND SECURITY
    1. To the extent that we process any “Personal Data” on your behalf when performing our obligations under the Agreement, you and we record the intention that you shall be the “Data Controller” and the we shall be the “Data Processor” (in each case as defined in the Data Protection Legislation) and in any such case where required by the Data Protection Legislation:
        11.1.1. we shall act only on your documented instructions (which you acknowledge and agree are recorded in the terms of this Agreement);
        11.1.2. we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
        11.1.3. we will, at your expense, use reasonable endeavours to assist you with any subject access request that you receive relating to Personal Data that we process on your behalf under the Agreement;
        11.1.4. we will not cause or permit Personal Data to be transferred outside the EU unless:
          11.1.4.1. the transfer is on the basis of a valid adequacy decision made by the European Commission;
          11.1.4.2. appropriate safeguards are in place (as set out in the Data Protection Legislation); or
          11.1.4.3. such transfer is otherwise permitted under applicable Data Protection Legislation;
        11.1.5. we shall ensure that access to the Personal Data that we process on your behalf under the Agreement shall be limited to our employees and permitted subcontractors who are subject to binding written confidentiality obligations; and
        11.1.6. we shall ensure that any permitted subcontractor is appointed subject to a binding written contract containing materially the same obligations as under this clause 11 and that any permitted subcontractor complies with all such obligations.
    2. You and we shall comply at all times with the Data Protection Legislation and shall not do anything to put the other party in breach of its obligations under the Data Protection Legislation.
    3. You warrant that, in relation to the Personal Data for which you are Data Controller, you hold appropriate consents from each Data Subject to share their Personal Data with us or our permitted subcontractors in order to allow us to perform our obligations under the Agreement. You shall on request provide evidence to our reasonable satisfaction that you have such consents.
    4. In respect of any actual or reasonably suspected unauthorised access to or acquisition of Your Data or Personal Data that we process on your behalf under the terms of the Agreement we shall promptly notify you and provide you with details of such breach.
    5. We shall maintain, in accordance with the Data Protection Legislation, written records of all categories of processing activities carried out on your behalf.
    6. We shall, in accordance with the Data Protection Legislation, make available to you such information as is reasonably necessary to demonstrate our compliance with the obligations of Data Processors under the Data Protection Legislation, and allow and contribute to audits, including inspections, by you (or your nominated auditor) for this purpose, subject to you:
        11.6.1. giving us reasonable prior notice;
        11.6.2. ensuring the confidentiality of all information generated as a result;
        11.6.3. ensuring that such audit or inspection is undertaken at a mutually agreed time and date, with minimal disruption to our business and the business of our customers; and
        11.6.4. paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.
    7. On termination of this Agreement we shall cease processing Personal Data on your behalf and shall, if requested by you no later than 14 days after the date of termination, deliver Personal Data to you or, if no such request is received, delete and destroy Personal Data as provided in clause 10.5.3.
    8. We will only use personal data provided by you when entering into this Agreement (including the personal details and contact information of your employees and representatives) in accordance with our privacy policy a copy of which can be viewed on our website at https://norsk.global/.
    9. We recommend that you employ a firewall as a perimeter security measure and other internet security measures including anti-virus software. We will not be responsible for any loss or damage resulting from or arising out of your failure to employ security measures to protect your systems.

  12. OTHER IMPORTANT TERMS
    1. Authority: The person accepting this Agreement on your behalf confirms that he/she is authorised to enter into this Agreement on your behalf and to bind you to its terms and conditions and that you are not a consumer.
    2. No Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any agency, partnership or joint venture between you and us. Neither you nor we may bind the other in any way.
    3. Events Outside Our Control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks.
    4. Assignment: We may, at any time, assign or transfer the Agreement or any part of it and/or any rights and obligations arising under it (including the benefit of any guarantee or warranty) to any person, firm or company and you shall if we require, enter into a novation agreement with us and the transferee or such other documentation as is necessary to give effect to any such assignment or transfer. You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
    5. Third Party Rights: A person not a party to this Agreement shall not have any rights under/in connection with it.
    6. Entire Agreement: This Agreement constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Agreement.
    7. No Waiver: If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. A waiver of any right is only effective if it is in writing. A waiver of any right shall not prevent us from enforcing that or any other right against you if you breach such right again on a separate occasion.
    8. Severance: Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    9. Law & Jurisdiction: This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

By continuing to use our website, you are giving consent to cookies being used. We use cookies to enhance your user experience.
Learn more about our policies here: Terms & Conditions | Privacy Policy | Data Protection