Terms & Conditions
Conditions of use
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Consumer Terms and Conditions
What's in these terms?
These terms tell you the rules for using our website https://www.comparemydrivinginstructor.com/ (our site).
About us, who we are and how to contact us
You can contact us by writing to us at the above address or by emailing firstname.lastname@example.org
We offer a comparison site that gives you an overview of those driving instructors that have chosen to place profiles on our site, allowing you to make an informed decision about a driving instructor in your area based on your needs. We do not list all driving instructors in all areas and therefore other driving instructors may offer alternative and/or better deals than those listed on our site.
By using our site you accept these terms
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
- Our Terms and Conditions if you are a driving instructor who wishes to place Profiles on our Site.
If you link to driving instructors via our site, any contract you enter into with them will also be subject to their terms and conditions.
Use of our site is free to all users (however, we reserve the right to charge driving instructors for use of the site upon the giving of reasonable written notice as set out in our Terms and Conditions).
We provide information on selected driving instructors but any contract that customers enter into with a driving instructor is between the customer and the driving instructor and at no time will a contract be entered into between us and customers in regard to the services a driving instructor provides.
We cannot guarantee that the information or deals on our site are as good as, or better than, other driving instructors in the area and there may be other driving instructors available on the market which may be more appropriate or suitable for you than those on our site.
Where we have links to driving instructors, these websites are owned and operated by those driving instructors over whom we do not have control. We do not endorse, recommend or accept responsibility for any driving instructor or their services, their websites or for any information, opinions or views given or advice provided by driving instructors (whether on their websites or otherwise).
We only carry out limited checks on the driving instructors on our site and the information provided on driving instructors profiles have been uploaded by that driving instructor. None of the information on our site amounts to advice or a recommendation or endorsement by us in respect of such driving instructors. The information we provide is set solely by the driving instructors and you should make your own checks so that you can select a driving instructor that you feel is most appropriate to meet your needs.
All driving instructors listed on our site have given us a warranty that they will (i) comply with all statutory requirements relating to the provision of services pursuant to English Law; (ii) ensure that Profiles list accurate price details, contact details, operating times, or any other information that may influence customers to contact them due to the details placed on the site; (iii) remain a qualified and registered driving instructor, registered with the ADI, holding the correct driving licence, and they comply with the ADI and any other Codes of Practice.
Although we do verify the identity of the driving instructors registered with us, together with their qualifications, we make no warranties in regard to the services they provide, nor have we vetted the services they provide. We do not verify the accuracy or truth or completeness of, and shall not be liable for and accept no responsibility for any information presented including, but not limited to, information presented by driving instructors, liability in connection with any connections made directly with driving instructors, or any circumstances that may arise from your use of the site.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our driving instructors, our users’ needs and our business priorities without notification.
We may suspend or withdraw our site
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
Our site is only for users in the United Kingdom and is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you know your user identification code or password, you must promptly email us at email@example.com.
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use only.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You should satisfy yourself and the information on which you are relying meets your specific needs and we bring to your attention that other driving instructors not listed on our site offer the same services.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date or provides a full picture of all services, products or offers that are available elsewhere.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, including driving instructors, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including feedback portals. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
Where we offer an opportunity for you to post information about driving instructors on the site, we have the absolute discretion to remove any such postings that we deem are inaccurate, inappropriate or offensive.
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer/user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We do not responsible for any money transactions you entered with Instructor/driving school in event of breach of contract/refund or any other circumstances.
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards below.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out below.
You are solely responsible for securing and backing up your content.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to your site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out BELOW.
Acceptable use content standards
These content standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it.
The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
We will determine, at our sole discretion, whether a Contribution breaches the Content Standards.
A Contribution must:
- Be accurate (where it states facts).
- Be genuinely held (where it states opinions).
- Comply with the law applicable in England and Wales.
A Contribution must not:
- Be defamatory of any person.
- Be obscene, offensive, hateful or inflammatory.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Be in contempt of court.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person.
- Give the impression that the Contribution emanates from us, if this is not the case.
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse).
- Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
- Contain any advertising or promote any services or web links to other sites except by way of a Profile listed in the site.
Breach of this policy
When we consider that a breach of this website user policy has occurred, we may take such action as we deem appropriate.
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of this website user policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
We hope that you will be happy with the service provided within our site however, if you do have any complaints regarding the service we provide then please contact us by email at firstname.lastname@example.org.
If you have any complaints in regard to the services provided by a driving instructor, then please follow their internal complaints procedure. If you are unhappy with the outcome then please contact us however, we do not make any warranties or representations as to what steps we will take in regard to such complaints.
Our Trade Marks
You are not permitted to use our trademarks (whether they are registered or not) without our approval.
Which country's laws apply to any disputes
The terms of this policy, its subject matter and its formation are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
Driving Instructor Terms and Conditions
THIS AGREEMENT sets out the terms and conditions in relation to your registration with us to use our Website, the services we will provide and the terms on which you may place Profiles with us.
This Agreement must be read in conjunction with our Privacy and Cookies Policy, and our Website User and Acceptable Use Policy.
A We provide an online comparison site for customers to find driving instructors in their local area.
B You confirm and warrant that you are acting in the course of a business.
C We will allow you to use our Website to advertise your services and all information submitted by you must be in accordance with these terms and conditions.
D Registration to our Website is free of charge but we reserve the right to change our Services to a subscription or other model upon the giving of written notice to you as set out in these terms and conditions.
E Our Website is intended United Kingdom only. We will not accept any requests from driving instructors to list Profiles on our Website that are based outside of the United Kingdom.
1 Definitions and interpretation
1.1 In this Agreement, unless the context requires otherwise:
ADI means Approved Driving Instructor;
Advertising means your placing of any information on our Website in respect of the services you supply;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date means the date of this Agreement;
Force Majeure means an event or sequence of events beyond reasonable control preventing the Seller or Us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
Good Practice means, in relation to the services provided, that you will comply with the ADI Code of Practice and with the British Code of Advertising Practice;
Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Profile means the information that you submit regarding your services on our Website;
Registration means the access that you will have to our Services and the Website when you create an account with us;
Security Device means your account codes or numbers, passwords and other security devices as may be agreed from time to time between you and us;
Services means, as the context permits, the Services that we have agreed to provide pursuant to the terms of this Agreement;
Term means the duration of this Agreement;
VAT means value added tax, as defined by the Value Added Tax Act 1994.
We/Us/Our means email@example.com whose address is Suit 8, Amphenol Building, Rutherford drive, Wellingborough NN8 6AX. Our email address is firstname.lastname@example.org
Website means https://www.comparemydrivinginstructor.com/
You/Your means means you, as a business, who has, or has requested a Registration with us whether acting as a limited company or sole trader and includes all employees and agents.
1.2 This Agreement is to be interpreted in accordance with the following:
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clauses are to clauses of this Agreement;
1.2.3 'including' means including without limitation and general words are not limited by example;
1.2.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.2.5 clause headings do not affect the interpretation of this Agreement;
1.2.6 a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;
1.2.7 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
1.2.8 references to time will mean London time, unless otherwise stated;
1.2.9 'in writing' means communication by letter or email and written will be interpreted accordingly;
1.2.10 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
1.2.11 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;
1.2.12 references to a Party or Parties means you and the us.
2 Supply of Services
2.1 This Agreement commences on the Commencement Date for the Term and until it is terminated in accordance with clause 6.2 or 9.
2.2 The procedure for applying for Registration and our Services is set out in clause 3.
2.3 During the Term and at the expiry of the Term we hereby grant you a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Services in accordance with the terms of the Agreement and for no other purpose whatsoever.
3.1 Upon completion of a registration request form, we may ask you to provide us with verification information regarding your business. ADI registration details, a copy of your driving license.
3.2 The submission of a registration request form will constitute an offer by you to use the Services on the terms of this Agreement.
3.3 We may accept or reject a registration request at our discretion. A registration request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
3.3.1 Our receiving from you all information that we request to verify your business status and any other informant that we require, and thereafter
- Our written acceptance of the request; or
- Our supplying the Services or notifying you that we have commenced supply of the Services (as the case may be).
3.4 Rejection by us of a registration request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by you.
4 Delivery of Services
4.1 Once a registration request has been accepted, usually within 48 hours (but time is not of the essence) you will be provided with Account details in order that you may upload your Profile on to the Website. It is your responsibility to ensure that all information you place on the Website is accurate, current and updated.
4.2 If you breach any of the terms of this Agreement we may at a sole discretion:
4.2.1 terminate this Agreement;
4.2.2 Refuse to accept any subsequent registration requests from you;
4.2.3 recover from you all losses, damages, costs and expenses incurred by us arising from your default.
4.3 We will not be liable for any delay in or failure of delivery to the extent caused by:
4.3.1 your failure to: (i) provide us necessary information to provide our Services, (ii) provide us with adequate instructions for supply or otherwise relating to the Services; (iii) inadequate information given by you in respect of your Profile; or
4.3.2 an event of Force Majeure.
4.4 We may determine the ranking of any Profiles at our absolute discretion.
4.5 We do not warrant or represent that the Website will meet any particular criteria of performance or quality and all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the Services and availability or operation of the Platform are expressly excluded from this Agreement to the extent permitted by law.
4.6 We do not warrant or represent that the Website will be available at all times or that the Website will not be infiltrated by unauthorised users or hackers, nor that the Website will be free of faults. We shall have no liability whatsoever in the event that the Website is not available, is infiltrated by unauthorised users or hackers or has faults and whilst we will endeavour to remedy such problems it does not guarantee to do so.
4.7 We may at any time:
4.7.1 suspend the availability of the Website for the purpose of repair, maintenance or improvement or to preserve security;
4.7.2 vary the technical specifications of the Website for operational reasons;
4.7.3 suspend the relevant part of the Website to you if you fail to pay any payment due to us by a due date.
4.8 At all times we will have full administration access to your Account.
5.1 The Services delivered by us will be supplied with reasonable skill and care.
5.2 We will not be liable for any failure of the Services to comply with clause 5.1:
5.2.1 where such failure arises by reason of your wilful damage or negligence;
5.2.2 to the extent caused by your failure to comply with our reasonable instructions as to: (i) use or benefit from the Services, or (ii) Good Practice in relation to use or benefit from the Services;
5.2.3 to the extent caused by the us following any specific requirement of yours in relation to the Services;
5.2.4 to the extent caused by our changing our host server.
5.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.
5.4 You warrant that you will;
5.4.1 Ensure that, when providing your services, you comply with all statutory requirements relating to the provision of services pursuant to English Law.
5.4.2 Ensure that your Profiles lists accurate price details, contact details, operating times, or any other information that may influence members of the public to contact you due to the details placed on the Website.
5.4.3 Be a qualified and registered driving instructor, registered with the ADI, holding the correct driving licence and comply with the ADI and any other Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.
5.4.4 Read the Policies from time to time that apply to general users of the Website.
5.4.5 Notify us promptly of any unauthorised use of your account details or the Website;
5.4.6 Be solely responsible for providing and maintaining all computer equipment and software necessary for you to access the Service
5.4.7 Be solely responsible for any data, information or advertising material submitted by you within your Profile;
5.4.8 At your own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which you are required to obtain.
5.4.9 Ensure that all information that you upload onto the Website or makes available via the Website is true and accurate and that if further confirms that: i) the publication of the Profile will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libelous of any person; ii) all licenses and consents from third parties necessary for the publication of the Profile and the information within it have been obtained, including consent from living persons identified in copy or pictures (photographic or otherwise) and that specifically you have the express written consent of students whose comments or feedback you place on your Profile; and iii) the Profile does not unlawfully discriminate on grounds of age, sex, race or religion.
5.4.10 Inform us immediately of any change in your trading status, driving license or ADI status or of any factor that it is reasonable to assume would affect your Registration.
5.4.11 Agree that we may publish customer reviews on the Website:
a) Customer reviews shall automatically be published without prior notice to you. If you object to the contents of a review, you must notify us of such objection in writing within 14 days of publication of the review on the Website providing any evidence supporting your contrary views/objections;
b) We will consider your objections and any decision to remove the relevant review will be at our absolute discretion and that decision is final. Any review that cannot be proved to the contrary shall stand as the reasonable opinion of the customer.
c) We will not monitor customer reviews but if we are made aware of any customer review that we consider to be inappropriate, defamatory, vulgar or abusive; to contain any advertising or marketing of any kind, or may disclose a person’s identity or personal details then we will remove the review.
d) If, in our reasonable opinion, customer reviews reflect low standards of your services, we reserve the right to investigate any such reviews and/or may suspend or terminate this Agreement immediately on the provision of written notice to you.
5.5 We can, at our absolute discretion, refuse to publish any Profiles on our Website.
6.1 The placing of Profiles on our Website is free however, we reserve the right to request payment for our Services upon our giving to you written notice (“Written Notice”) of at least 28 days which will set out the amount of fees payable and when and how they are payable.
6.2 Upon receipt of the Written Notice you may either agree to pay the fees, or to remove your Profile from the Website. In the absence of your specific agreement to pay the fees, we will remove your Profile on the 29th day after the Written Notice has been sent to you. Notice will be for a rolling subscription of 1 months, which will automatically renew.
6.3 Where we have given Written Notice that fees will be chargeable for the placing of Profiles on our Website, or for the continued use of the Website, you must pay the fees that are applicable (and may be subject to change) that have been agreed between you and us.
6.4 We reserve the right to change the fees from time to time and the higher rate will be applicable after 30 days of written notice of the change.
6.5 You will pay any applicable VAT to us on receipt of a valid VAT invoice.
7 Limitation of liability
7.1 Neither party to this Agreement limits or excludes its liability for:
7.1.1 death or personal injury caused by negligence; or
7.1.2 fraud or fraudulent misrepresentation; or
7.2 Without prejudice to clause 7.1 our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the total fees paid by you in the preceding 3 months, or where no fees have been paid, the sum of £50.00.
7.3 Without prejudice to clause 7.1, your total aggregate liability under or in connection with this Agreement, will not be limited.
7.4 Without prejudice to clause 7.1 We will not be liable to you for any:
7.4.1 loss of profits or revenues; or
7.4.2 loss of, or damage to, data or information systems; or
7.4.3 loss of contract or business opportunities; or
7.4.4 loss of anticipated savings; or
7.4.5 loss of goodwill; or
7.4.6 any indirect, special or consequential loss or damage.
8.1 You will indemnify us and hold us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
8.1.1 that you are in breach of any applicable laws as a result of any act or omission of yours;
8.1.2 made against us by a third party (including a student) arising from any defect in the services provided by you or your breach of this Agreement;
8.1.3 is in breach of the ADI or Advertising Code of Conduct or any other codes of conduct; each being a Claim.
8.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:
8.2.1 notify the other in writing as soon as reasonably practicable;
8.2.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);
8.2.3 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and
8.2.4 provide each other with all reasonable assistance in relation to the Claim (at your expense).
9.1 During the Term this Agreement may be terminated:
9.1.1 By us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to you where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 2 Business Days of receiving written notice to do so; or
9.1.2 By your giving 30 days’ notice to terminate your Registration. You will still be liable for all fees that are due up to the end of a subscription period i.e. if your subscription is 1months and starts on 1st May, you can give 30 days’ notice but you will still be liable for the fees up to and including 31st May.
9.2 The following clauses of this Agreement will survive termination, howsoever caused:
clause 7 (limitation of liability);
clause 8 (indemnity);
clause 9 (termination);
clause 12 (general);
clause 15 (governing law and jurisdiction),
together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
10 Confidential information
10.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any student
10.2 A party may:
10.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 10 as if it were a party;
10.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
10.2.3 use Confidential Information only to perform any obligations under this Agreement.
10.3 Each Party recognises that any breach or threatened breach of this clause 10 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
11 Force Majeure
11.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
11.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
11.1.2 uses reasonable endeavours to minimise the effects of that event.
11.2 If, due to Force Majeure, a party:
11.2.1 is or will be unable to perform a material obligation; or
11.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.
11.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.
12.1 Compliance with law
Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party's representatives.
You must pay all sums that it owes Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
12.3 No partnership or agency
The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.
No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.
12.6.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
12.6.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.
12.6.3 A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.
12.7.1 Any notice given by a Party under this Agreement will:
a) be in writing and in English;
b) be sent to the relevant party at the address or email set out in this agreement (for us) and the registration request form (for you).
12.7.2 Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.
12.7.3 All references to time are to the local time at the place of deemed receipt.
12.7.4 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
12.8 Conflict within an agreement
If there is a conflict between the terms of this Agreement and the terms of any other documents referred to in this Agreement, the terms of this Agreement will prevail.
12.9.1 You may not assign, transfer, or deal in any other manner with any or all of your rights under this Agreement without our prior written consent.
12.9.2 We may assign, transfer, mortgage or deal in any other manner with any or all of the rights under this Agreement without your consent.
12.9.3 We may sub-contract in any manner any or all of our obligations under this Agreement.
12.9.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.10 Rights of third parties
No person other than a Party to this Agreement will have any right to enforce any of its provisions.
13 Entire agreement
13.1 The Parties agree that this Agreement (and the Policies referred to herein) constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
13.2 Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.
14 Governing law and jurisdiction
14.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.
14.2 The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).