Terms & Conditions

Your attention is particularly drawn to the provisions of clause 5 (Cancelling your Listing) and clause 13 (Limitation of liability).

DEFINITIONS AND INTERPRETATION

  1. The following definitions and rules of interpretation apply to these Terms.
CAP Code means the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing.
Charges has the meaning set out in clause 10.1.
Claim means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages or cause of action.
Commencement Date has the meaning set out in clause 4.4.
Complaint has the meaning set out in clause 12.
Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, between you and us for the purpose of fulfilling our respective obligations under the Contract.  Including, but not limited to, the existence of the Contract and its contents, all confidential or proprietary information relating to the intellectual property rights, the know-how or trade secrets, technical information, any personal information and any other information that is identified as being of a confidential or proprietary nature.  For the avoidance of doubt, information is not Confidential Information if it is or becomes generally available to the public or we can prove that it was lawfully in our possession before it was disclosed by you or you and us agree that the information is not confidential.
Content means any content, design elements or advertising material that forms a Listing and includes but is not limited to text, layout, shading, colouration, images, animation, pictures and links.
Content Issue has the meaning in clause 8.3.
Contract has the meaning set out in clause 3.1.
Costs means any cost, expense or disbursement, including judgment debts, adverse costs orders, settlement sums, penalties, fines, professional legal fees, administrative costs of proceedings, expert witness costs, or costs required for compliance with orders for equitable relief.
Data Protection Legislation means the EU General Data Protection Regulation (GDPR), the Data Protection Act 2018 (DPA), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all equivalent data protection laws in force from time to time in a relevant jurisdiction where the Services are performed or received.
Directree Account means a free account which you must set up with us before you are able to submit a request to us to claim for a Listing on our Website.
Event Outside Our Control has the meaning set out in clause 21.
External Elements means functions and design elements provided by a third party, which may be made available to you as part of the Services, including when integrated into any website or other product or output of the Services.
Free Listing means a Service provided by us to you without any Charges being applied or with zero Charges.
Impressions means the number of times your Listing is presented to your target audience.
IPR means all patents, right to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in designs, rights in computer software, database rights, moral rights, rights in Confidential Information, know-how, trade secrets, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Listing means either a Free Listing or a Premium Listing as the context requires.
Listing Confirmation has the meaning set out in clause 4.4.
Permitted Recipient has the meaning set out in clause 18.5.
Premium Listing means a Service provided by us to you on a subscription fee basis for the Charges as set out on our Website.
Services means those Listing packages offered by us to you on our Website and which you have elected to purchase pursuant to these Terms and Service shall be construed accordingly.
Terms has the meaning set out in clause 3.1.
User means a customer using the Website to view a Listing.
we, us, our has the meaning set out in clause 2.1.
Website means [www.directree.org].
Your Default has the meaning set out in clause 7.4
you means the person purchasing the Services and whose details are set out in the Listing Confirmation.
    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    2. A reference to a party includes its personal representatives, successors and permitted assigns.
    3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    4. Any words following the terms including, include, in particular, for example 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.
    5. A reference to writing or written includes email but not fax.
  1. About us

    1. Company details. MB Trees (East Anglia) Limited (company number 05031667) (we, us and our) is a company registered in England and Wales and our registered office is at Hollybank House, Broad Green, Earl Stonham, Stowmarket, IP14 5HU. Our VAT number is [688 4814 76]. We operate the website www.directree.org
    2. Contacting us. To contact us telephone our customer service team at [01449 711968] or e-mail [[email protected]]. How to give us formal notice of any matter under the Contract is set out in clause 23.2.
    3. Cyber insurance. We maintain cyber insurance. Our insurer is American International Group UK Limited, a company incorporate in England and Wales with company number 10737370 whose registered office is at The AIG Building, 58 Fenchurch Street, London, EC3M 4AB, and our policy number is 0034734252.
  2. Our contract with you

    1. Our contract. These terms and conditions (Terms) apply to the application submitted by you to register for your Directree Account, your claim for your Listing and the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    3. Language. These Terms and the Contract are made only in the English language.
    4. Your copy. You should print a copy of these Terms or save them to your computer for future reference.
  3. Registering for your Directree account, REQUESTING A CLAIM FOR A LISTING and OUR acceptance

    1. To register for your Directree Account, please follow the onscreen prompts by clicking on “Register for a Free Listing” and complete the required account details which you must provide to us.  
    2. Once you have registered and logged in to your Directree Account, you can simply find your business on our Website and request to claim your Free Listing.  If you are unable to find your business, please let us know and we shall add it to our Website. Your claim for a Listing will not be accepted by us unless you have created a Directree Account with us.
    3. Once you have submitted your claim for a Free Listing, we shall send you an email to notify you that your request is pending whilst we carry out our checks to verify that you are able to claim the relevant Free Listing.  For the avoidance of doubt, this email is not our acceptance of your request to claim a Free Listing and it does not create a Contract between us.
    4. Our acceptance of your claim for a Free Listing takes place when we send an email to you to accept it (Listing Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence and your business will be shown on our Website as having claimed a relevant Free Listing. The Contract will relate only to those Services confirmed in the Listing Confirmation.
    5. Your Directree Account will enable you to manage, amend, upgrade and customise your Listing and gain access to exclusive resources.  
    6. On or after the Commencement Date, you can log in to your Directree Account to upgrade to a Premium Listing although you are not required to upgrade to the Premium Listing at any time during the continuance of the Contract.  The benefits of the Premium Listing will be as shown on our Website from time to time and we reserve the right to change these at any time without prior notice to you. One of the benefits of the Premium Listing will enable you to upgrade your Listing to the top or near to the top (depending on how many other Premium Listings there are in a particular search location) of the search results for that particular geographical location. However, the position of a Listing is not guaranteed and the final position is arranged at our sole discretion. You will be required to pay in advance any additional upgrade Charges before the changes to your Listing can be made.
    7. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your request. If you have already paid for the Services, we will refund you the full amount.
    8. You are able to amend your Listing at any time free of charge through your Directree Account.  Pursuant to clause 6.5, we shall have no liability whatsoever in respect of any errors or omissions in your Listing at any time.
  4. Cancelling your listing: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. Subject to this clause 5, you may, at any time, cancel the entire Contract with us or, alternatively, you may cancel your Premium Listing.
    2. To cancel the Contract, you must contact the Directree team using the contact form on our Website.  Once your Contract with us has been cancelled, you will no longer have any claim over the Listing and it will simply revert to as it was shown on our Website before you claimed it.  For the avoidance of doubt, your business name will still appear on our Website but it will not be shown as linked to you.
    3. To cancel your Premium Listing, you must log in to your Directree Account and go to the Orders Tab within your account. Cancelling your Premium Listing will automatically cancel your annual subscription for the Premium Listing.  If you simply cancel your Premium Listing but do not cancel your Contract with us (in accordance with clause 5.2 above), your Listing will revert to a Free Listing but you will lose all of the benefits of the Premium Listing.
    4. Pursuant to clauses 11 and 19, unless you cancel your subscription at least 7  calendar days prior to the anniversary of the Commencement Date (and each subsequent anniversary thereafter), your Premium Listing subscription will automatically renew and payment will be taken from you in accordance with clauses 10 and 11.
    5. If you cancel the Contract and/or the Premium Listing, you will not receive a refund for any part of the Services which have not yet been performed under the Contract.
    6. Cancelling your Contract with us does not prevent you from requesting to claim a Listing in the future.  Any new requests made by you will be dealt with in accordance with clause 4 and these Terms generally.
  5. Our Services / Disclaimers

    1. Descriptions and illustrations. Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.
    2. Positioning of Listings.  We will use reasonable endeavours to display your Listing on our Website pursuant to the Services as set out in the Listing Confirmation.  However, the position of a Listing is not guaranteed and the final position is arranged at our sole discretion.
    3. Compliance with specification. Subject to our right to amend the specification (see clause 6.4) we will supply the Services to you in accordance with the specification for the Services appearing on our Website at the Commencement Date in all material respects.
    4. Changes to specification. We reserve the right to amend the specification of all or part of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
    5. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
    6. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Listing Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
    7. We make no representations, warranties or guarantees that any of our Services shall generate any particular volume of Impressions, calls, business opportunities, or any particular profit or revenue.
    8. The appearance, including the look, functionality and formatting, of our Services and your Listing may:
      1. vary depending upon the browser or device, including mobile platforms, used by the User; and
      2. be changed by us without notice.
    9. You acknowledge that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such availability thereof.  You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of the Services.  You shall promptly notify us if you notice any problems with the availability of functioning of the Services so that we can try to fix these problems.
    10. You acknowledge and agree that your Listing will not entitle you to advertise or record on our Website (or any other website or any other marketing material that you may produce at any time) that you are approved or are endorsed by us and we do not make any representation or warranty in relation to your qualifications, skills, your work or any services which you provide to your customers.
  6. Your Obligations

    1. It is your responsibility to ensure that:
      1. the terms of your Listing are complete and accurate;
      2. you co-operate with us in all matters relating to the Services;
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      5. you comply with your obligations pursuant to clause 15;
      6. if you have upgraded to a Premium Listing, you must update and maintain (as appropriate) your Palpal account details to enable you to pay the Charges in accordance with clause 10.
    2. You warrant that all Content you provide to us complies with:
      1. the CAP Code;
      2. all applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom, including but not limited to Ofcom, PhonepayPlus, and the Advertising Standards Authority;
      3. all applicable laws and regulations, including but not limited to, the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Descriptions Act 1968, the Consumer Rights Act 2015, the Consumer Credit Act 1974 and the Data Protection Legislation.
    3. Where the Services require us to link to your website, you warrant that your website complies with all applicable laws and regulatory instruments as set out in clause 7.2.
    4. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clauses 7.1 to 7.3 (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
      2. we will not be responsible for any Costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any Costs or losses we sustain or incur arising directly or indirectly from Your Default.
    5. You are responsible at all times during the Contract to ensure that your Listing on our Website is correct and error free.  Any errors or omissions in your Listing can be corrected by you free of any Charges by logging in to your Directree Account and amending your Listing.  We shall have no liability whatsoever in respect of an error or omission in your Listing at any time.
  7. Content Issues

    1. We shall have the right to decline, suspend or cease to publish any Listing or part of any Listing, or suspend any Service, immediately and without prior notice where:
      1. a Listing includes an address (including a branch address) that is not a genuine trading address or otherwise includes inaccurate business and contact particulars;
      2. a Listing includes a competition which is in breach of relevant advertising, trading or consumer protection laws, regulations or standards;
      3. a Listing includes the personal data of any data subject without a clear lawful basis for processing under the Data Protection Legislation or where the data subject makes a complaint about their privacy rights being infringed contrary to the Data Protection Legislation;
      4. we consider the Content is or may be contrary to or infringes your obligations pursuant to clause 7 or the rights of any person;
      5. we consider the Content may subject us to a Claim, prosecution, criticism or embarrassment;
      6. we consider any Content (including a hyperlinked external website) or your use of the Services is or may be unlawful, misleading, offensive, prejudicial, inflammatory;
      7. the Content does not comply with any rules or conditions from time to time applicable to third party services or External Element with which it shall be used including but not limited to Facebook and Google advertising;
      8. we have reasonable grounds to believe that the owner or controller of IPR in the Content used within the Listing has not granted, has withheld or withdrawn permission for such use.
    2. Suspension of our Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of the relevant Services.  The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
    3. Where we have the right of termination or suspension arising from an issue relating to Content (Content Issue) we shall have the right but not the obligation to change the Content without prior notice as we deem necessary or convenient to remedy the Content Issue.  We shall notify you of the change as soon as reasonably practicable.
  8. Free Listings

    1. A Free Listing shall be provided on an “as is” and “as available” basis.  We shall have the right to change, suspend or terminate a Free Listing, without liability, at any time, for any or no reason, immediately without notice.  These Terms shall apply to any Service when provided as a Free Listing.
    2. Use of a Free Listing shall be at your own risk.  We make no warranty that a Free Listing will be free from faults or defects, of any particular specification or quality, or fit for any particular purpose.  We shall not be liable for your reliance on a Free Listing, including any loss of, or corruption to, data caused by your use of a Free Listing. We exclude our liability for the provision of Free Listings to the fullest extent permitted by law.
  9. Charges

    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 10.
    2. The Charges are the prices quoted on our Website at the time you submit your request to claim a Listing or at any time when you request to upgrade your Listing through your Directree Account.
    3. If you wish to change the scope of the Services after we accept your request for a Listing, and we agree to such change, we will modify the Charges accordingly and this will be shown in your Directree Account.
    4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 10.7 for what happens if we discover an error in the price of the Services.
    5. At our sole discretion, we may increase our Charges at any time provided that we give you one month’s notice before the increase takes place.  If you are unhappy with the proposed increase in our Charges, you must notify us and cancel your Contract in accordance with clause 5 before the increased Charges become effective.
    6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    7. It is always possible that, despite our reasonable efforts, some of the Services on our Website may be incorrectly priced. Where the correct price for the Services is less than the price stated on our Website, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our Website, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or you can cancel your request to claim a Listing. We will not process your request until we have your instructions. If we are unable to contact you using the contact details you have provided, we will treat the request as cancelled and notify you in writing. However, if we mistakenly accept and process your request where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
  10. How to pay

    1. Payment for the Services is in advance. We will take your first payment upon acceptance by us of your upgrade to a Premium Listing and we will take subsequent payments for the Premium Listing in advance on each anniversary of the Commencement Date, unless you cancel the Contract in accordance with clause 5.
    2. All payments for the Premium Listing will be made using a subscription service (through Woocommerce) which will be linked to your Palpal account which you must keep up to date with your current payment details.
    3. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  11. Complaints

    1. If a problem arises or you are dissatisfied with the Services, please use the appropriate contact us form shown on our Website and we shall make contact with you (using the details you have provided to us) as soon as reasonably practicable to try and resolve the matter.
  12. Intellectual Property Rights

    1. All IPR in or arising out of or in connection with the Services (other than IPR in any materials provided by you) will be owned by us.
    2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your Listing (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 13.2.
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
  13. How We May Use Your Personal Information

    1. We will use any personal information you provide to us to:
      1. provide the Services;
      2. process your payment for the Services; and
      3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    2. Further details of how we will process personal information are set out in [LINK TO PRIVACY POLICY]. [TBC]
  14. Internet Security

    1. You shall not engage in any activity that interferes with or disrupts our Website or the servers and networks that host our Website, nor attempt to circumvent, disable or otherwise interfere with security-related features of our Website or features that prevent or restrict use or copying of any Content or enforce limitations on the use of our Website or the content therein.
    2. We shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.
    3. You shall comply with all written security or network access requirements that we provide to you.
    4. You shall keep confidential any passwords or Directree Account information that we provide to you, and you shall have absolute liability for all actions taken when your logon details are used other than where such use is as a result of our failure or breach of data security.
    5. You shall notify us immediately if you become aware of any authorised use of password or Directree Account details that we give you or any other breach of security that could affect us or the Services.
    6. We shall have the right to sign you out of the Services and to place a hold on your Directree Account if you are inactive for an extended period of time and to modify your user settings without notice.
    7. You warrant that Content uploaded by you or on your behalf to our Website or to other computerised systems in connection with the Contract, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.
    8. You warrant that you shall not:
      1. tamper with, update, change or gain unauthorised access to any part of any of our Services, the software or systems that we use to run the Services, and the security measures applied to our Services;
      2. use any automated means to monitor or copy the Services or our Content;
      3. modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services;
      4. use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
      5. interfere with or disrupt the performance of the Services or any third party data;
      6. disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
      7. remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in our Content or any aspects of the Services;
      8. use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
      9. use the Services to collect or use, or to distribute software that collects, personal data including email addresses, screen names, other identifiers or information; or
      10. use the Services to monitor data or traffic on any network or system.
  15. External Website Elements

    1. External Elements, including functions and design elements on our Website may be under licence from third parties including Google or Facebook.
    2. You agree to be bound by the terms and conditions applicable to the use of such External Elements, and you release us from any liability for breach of the terms and conditions applicable to the use of such External Elements.
    3. You acknowledge such third party’s functionality:
      1. is not within our influence or control;
      2. may be subject to change without notice; and
      3. may be subject to criteria for service provision, compliance with which shall be your responsibility.
    4. The Google Maps service made available to you as part of any Service and on our Website is under licence from Google Inc.  By using the Google Maps service and any data or information accessed from Google Maps in any Service, you agree to be bound by the Google Maps terms and conditions as may be amended from time to time.
  16. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. We have obtained cyber insurance cover in respect of our own legal liability for individual claims not exceeding £100,000 per claim.  The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    3. Subject to clause 17.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. any indirect or consequential loss.
    4. Subject to clause 17.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
    5. We have given commitments as to compliance of the Services with the relevant specification in clause 6.3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    7. This clause 17 will survive termination of the Contract.
  17. Confidentiality

    1. You undertake that you will not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by clause 18.3.
    2. You may only use our Confidential Information for the purpose of fulfilling your obligations under the Contract.
    3. We (you and us) may disclose the other’s Confidential Information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 18; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    4. Without prejudice to clauses 18.5 and 18.6, we may only use your Confidential Information for the purpose of fulfilling our obligations under the Contract.
    5. In addition to clause 18.3 but subject to clause 18.6, we may disclose any Confidential Information to any professional advisers, consultants or any third party prospective purchaser (Permitted Recipient) of the Website or the company at any time during and after the termination or expiry of the Contract.
    6. Where Confidential Information is disclosed to a Permitted Recipient, we shall procure that, in relation to any Confidential Information disclosed to it, comply with our confidentiality obligations under the Contract and procure that the Permitted Recipient enters into a confidentiality agreement with us on terms equivalent to those confidentiality provisions contained in these Terms.
  18. Term and Termination

    1. Unless terminated earlier in accordance with clause 5 or this clause 19 the Contract shall begin on the Commencement Date and shall continue indefinitely.
    2. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  19. Suspension of Services

    1. Without limitation to any of our other rights, we may temporarily suspend any Service at any time:
      1. to carry out essential maintenance;
      2. to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; or
      3. if we have reason to believe that you are no longer using the Services or that your Account is being misused, including where you fail to respond to emails from us regarding your contact information; or
      4. where you do not accept our decisions to amend or reject an amendment of your Listing.
    2. Suspension of our Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services.  The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
  20. Events Outside Our Control

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days.  To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
  21. Non-solicitation

    1. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
  22. Communications Between Us

    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  23. General

    1. Assignment and transfer.
      1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.