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LINNWORKS PLATFORM: TERMS AND CONDITIONS FOR APP DEVELOPERS

  1. INTRODUCTION 
    1. These terms and conditions govern your use of the Linnworks software and services including the API and application store (Linnworks Platform) as an app developer for any and all apps and other materials you upload to the Linnworks Platform (Apps), whether you are developing Apps for your own business use or selling them to customers via the Linnworks Platform. 
    2. References to “you” or “your” are references to the legal entity who has signed up to the Linnworks Platform under a SaaS Agreement (defined below). 
    3. If you are selling Apps to customers then you will need to become a Verified 3rd Party Developer. We have complete discretion to approve or refuse you as a Verified 3rd Party Developer, and if approved, we will give you access to upload your App accordingly. If you are a Verified 3rd Party Developer, you acknowledge that the contract for selling your App to a customer will be between you and the customer (in addition to the customer’s agreement with us for the use of the Linnworks Platform). 
    4. You acknowledge that you cannot use the Linnworks Platform as an App developer without signing up to the Linnworks Platform as a customer. Your use of the Linnworks Platform as a customer will be governed by a separate agreement with us (SaaS Agreement). 
    5. We are Linn Systems Ltd, a company registered in England and Wales. Our company registration number is 06784391 and our registered office is at Suite 3 2-4 Southgate, Chichester, West Sussex, PO19 8DJ, United Kingdom. We operate the Linnworks Platform. 
  2. BASIS OF CONTRACT 
    1. These terms and conditions form a legally binding agreement between us and you in relation to your use of the Linnworks Platform as an App developer. You will be deemed to have accepted these terms and conditions when you expressly accept them (which may be by ticking a box) or by using the Linnworks Platform as an App developer, whichever is the earliest. 
    2. These terms and conditions apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 
  3. OUR RIGHT TO MAKE CHANGES 
    1. We may amend these terms and conditions from time to time. Every time you wish to use the Linnworks Platform for App development, please check these terms and conditions to ensure you understand the terms that apply at that time. We will try to give you reasonable notice of any major changes. 
    2. We may update and change the Linnworks Platform from time to time to reflect changes to our products and services, our customers’ needs and our business priorities. We will try to give you reasonable notice of any major changes.
  4. AVAILABILITY OF LINNWORKS PLATFORM FOR APP DEVELOPMENT
    1. Unlike your use of the Linnworks Platform as our customer, your use of the Linnworks Platform for App development purposes may be free (subject to clause 10.3 below and your SaaS Agreement). 
    2. We do not guarantee that the Linnworks Platform for App development, 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 the Linnworks Platform for App development for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. 
    3. You are responsible for ensuring that all persons who access the Linnworks Platform for App development through your internet connection are aware of these terms and conditions and any other applicable terms, and that they comply with them. 
  5. YOUR USE OF THE LINNWORKS PLATFORM AS APP DEVELOPER 
    1. You may only use the Linnworks Platform as an App developer to create Apps:
      1. for your own business use; 
      2. to sell them directly to customers or via a third party application store; and/or 
      3. if you are a Verified 3rd Party Developer, to sell them to our customers via the Linnworks Platform (and you acknowledge that you cannot sell Apps on the Linnworks Platform unless you are a Verified 3rd Party Developer). 
    2. You may use the Linnworks Platform only for lawful purposes. You may not use the Linnworks Platform:
      1. in any way that breaches any applicable local, national or international law or regulation; 
      2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      3. for the purpose of harming or attempting to harm minors in any way; 
      4. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below in clause 6; 
      5. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and 
      6. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    3. You also agree:
      1. not to reproduce, duplicate, copy or re-sell any part of the Linnworks Platform in contravention of the provisions of the SaaS Agreement; 
      2. not to access without authority, interfere with, damage or disrupt:
        1. any part of the Linnworks Platform; 
        2. any equipment or network on which the Linnworks Platform is stored; 
        3. any software used in the provision of the Linnworks Platform; or 
        4. any equipment or network or software owned or used by any third party. 
    4. If you are a Verified 3rd Party Developer selling your Apps on the Linnworks Platform, we reserve the right to display your Apps on the Linnworks Platform in whatever order or placement that we see fit in our complete discretion (which may include allowing customers the choice to view Apps by rating, App type or functionality). You acknowledge that our customers can rate and review your Apps and that the ratings and reviews may appear on the Linnworks Platform and affect where your App is placed. 
  6. APP STANDARDS 
    1. These standards apply to any and all Apps (in part as well as in whole) and to any support services associated with them. 
    2. We will determine, in our discretion, whether an App breaches these standards. 
    3. An App must:
      1. comply with the law applicable in England and Wales and in any country from which you provide the App and associated services; and 
      2. in the case of Apps for sale to customers, be accurate (if facts are stated) and be genuinely held (where opinions are stated). 
    4. An App must not:
      1. be defamatory of any person; 
      2. be obscene, offensive, hateful or inflammatory; 
      3. promote sexually explicit material; 
      4. promote violence; 
      5. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      6. infringe any copyright, database right, trade mark or any other intellectual property right of any other person;
      7. be likely to deceive any person; 
      8. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; 
      9. promote any illegal activity; 
      10. be in contempt of court; 
      11. be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; 
      12. be likely to harass, upset, embarrass, alarm or annoy any other person; 
      13. impersonate any person, or misrepresent your identity or affiliation with any person; 
      14. give the impression that the App emanates from Linn Systems Ltd, if this is not the case; 
      15. 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; 
      16. 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; and 
      17. contain any advertising or promote any products or services or web links to other sites. 
    5. You represent and warrant that any and all of your Apps comply with the standards set out in this clause 6. 
    6. If you have chosen to sell your Apps to customers, you acknowledge and agree that your App may be subject to testing by us, and you agree to co-operate with us to facilitate any testing that we require. 
  7. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE 
    1. 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. 
    2. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.
    3. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us. 
  8. YOUR ADDITIONAL OBLIGATIONS AS A VERIFIED 3RD PARTY DEVELOPER 
    1. In requesting to become a Verified 3rd Party Developer, you may need to provide us with certain information. You shall ensure that any such information is true, accurate and not misleading. 
    2. If you are a Verified 3rd Party Developer, you shall (notwithstanding that the App will be sold via the Linnworks Platform):
      1. ensure that your App complies with all applicable laws and good industry practice;
      2. be responsible for uploading your App to the Linnworks Platform; 
      3. provide customers with any required App information including your valid contact details for customers to be able to contact you; 
      4. enter into the direct contract for the sale of the App with the customer (and ensure your terms are legally binding with the customer by including them on your website or within the App), and you shall not, except as expressly set out in these terms and conditions, bind us in any way; 
      5. have your own terms and conditions and privacy policy with the customer, that comply with all applicable law (including applicable Data Protection Legislation (defined below)); 
      6. ensure that the use of any personal data on your App is compliant with applicable Data Protection Legislation; 
      7. be responsible for and deal with any complaints, queries and other communications from a customer about your App (we will only assist if you can prove that we are in breach of these terms and conditions); 
      8. be responsible for maintaining and supporting your App to ensure that the customer can use the App as advertised and respond to customer requests for support within 24 hours; 
      9. be solely responsible for securing and backing up your content, your App and any customer data; and 
      10. be solely responsible and liable for your Apps and the consequences of using your Apps (including for any customer claims relating to product liability). You shall hold us harmless, indemnify us and keep us indemnified on demand in full against all liabilities, damages, losses, costs and expenses (including legal and other professional fees and expenses) suffered or incurred by us as a result of or in connection with any claim brought against us arising from or in connection with your App (save to the extent caused by our breach of these terms and conditions, our willful default or our negligence).
  9. INTELLECTUAL PROPERTY RIGHTS 
    1. Intellectual Property Rights: means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs). 
    2. Except as expressly set out in these terms and conditions, neither of us has any rights, title or interest in the Intellectual Property Rights of the other. 
    3. All Intellectual Property Rights in the Linnworks Platform shall, as between us and you, be our exclusive property, and your access to, and use of, the Linnworks Platform shall be governed by the SaaS Agreement. You acknowledge that you are not permitted to use our name, logo or other branding in your App without obtaining our prior written consent. 
    4. All Intellectual Property Rights developed by you in the Apps shall, as between us and you, be your exclusive property. You grant to us a non-exclusive, worldwide and royalty-free license to: (i) display your App on the Linnworks Platform (if you are a Verified 3rd Party Developer and have chosen to sell your App); (ii) analyse and use your App in connection with the operation and marketing of the Linnworks Platform, making improvements to the Linnworks Platform and checking for compliance with these terms and conditions and/or the SaaS Agreement; and (iii) test your App if you are selling it (or wanting to sell it) on the Linnworks Platform. 
    5. You represent and warrant that the receipt, use and sale of your App shall not infringe the rights, including any Intellectual Property Rights, of any third party. 
    6. You shall hold us harmless, indemnify us and keep us indemnified on demand in full against all liabilities, damages, losses, costs and expenses (including legal and other professional fees and expenses) suffered or incurred by us as a result of or in connection with any claim brought against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with, the receipt, use or sale of the App. 
  10. CHARGES 
    1. These terms and conditions apply whether you are using your App for your own business use or if you are a Verified 3rd Party Developer and you choose to distribute your App for free or for a fee.  
    2. If you are using your App for your own business use or if you are a Verified 3rd Party Developer and choose to distribute your App for free, then you do not pay any charges to us under these terms and conditions. 
    3. If you are a Verified 3rd Party Developer and choose to distribute your App for a fee (the App Fee), then:
      1. you may set the App Fee at your complete discretion in one of our supported currencies including pounds sterling, euros and US dollars; 
      2. the App Fee you set will be advertised excluding the price of applicable VAT or any other applicable sales tax which will be added at the check-out stage;
      3. we will collect any App Fees from the customers on your behalf; 
      4. we will charge you a commission fee of 15% of the total gross amount (excluding VAT) of the App Fee (the Commission Fee); 
      5. we will deduct and retain our Commission Fee (plus any applicable VAT due to us) from the amount of App Fees we collect on your behalf, and then send the remaining 85% of the App Fees to you (we send this in GBP). We shall send such amounts to you on a monthly basis in arrears (unless otherwise agreed in writing with you); 
      6. if for any reason, the App Fee needs to be returned to the customer (for example, due to a complaint), then the amount of the App Fee (or as otherwise agreed by us) to be returned to the customer (minus our Commission Fee) shall be deducted from the next month’s payment to you, and we shall pay the App Fee in full (or as otherwise agreed by us) back to the customer as required. 
    4. You shall be able to access a portal on the Linnworks Platform that allows you to view, at any time:
      1. the date the App Fee was received from a customer and the sum of the App Fee received; 
      2. the total amount of App Fees we collect, Commission Fees retained by us and App Fees (minus Commission Fees) returned to you; and 
      3. details of any App Fees due which have not been received. 
    5. We shall deduct the Commission Fee payable for the previous month, together with any applicable value added tax, which shall be deducted from the App Fee automatically before returning the balance to you. All sums payable under these terms and conditions are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. Invoices shall only be provided upon request. 
  11. SET-OFF 
    1. We may at any time set off any liability of you to us against any liability of us to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these terms and conditions. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause 11 shall not limit or affect any other rights or remedies available to it under these terms and conditions or otherwise
  12. DATA PROTECTION 
    1. Data Protection Legislation means any laws and regulations in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including: (i) the Data Protection Act 2018 and any successor UK legislation; (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK), and (iii) any mandatory guidance and code of practice issued by the United Kingdom’s Information Commissioner; in each case as such are updated, amended or replaced from time to time. 
    2. “personal data“, “processing“, “processor“, “controller” and “data subject” shall each have the meanings given in the applicable Data Protection Legislation. 
    3. Each party shall comply with its respective obligations under the Data Protection Legislation. 
    4. Each party acknowledges that:
      1. we are a controller in respect of the personal data we collect from the customers through their use of the Linnworks Platform (and which we may share with you, with the consent of the customer, where you are then responsible for your use of it as a controller); and 
      2. you are a controller in respect of the personal data you collect from the customers through their use of your App (and which you may share with us, with the consent of the customer, where we are then responsible for our use of it as a data controller). 
    5. If you are based outside of the European Union and the UK, then you shall sign a separate agreement with us, based on the European Commission’s standard contractual clauses (SCCs) for the transfer of personal data to third countries (controller-to-controller transfers), as updated, amended, replaced or superseded from time to time. 
    6. In the event that a data subject wishes to exercise its rights of access (or any other rights) under the Data Protection Legislation in respect of personal data, we both agree to provide reasonable assistance as is necessary to each other to enable us both to comply with such rights of data subjects and to respond to any other queries or complaints from data subjects.
    7. You acknowledge and agree that we have the right to disclose your identity to any third party who is claiming that any App uploaded by you to the Linnworks Platform constitutes a violation of their Intellectual Property Rights, or of their right to privacy. 
    8. You acknowledge and agree that we shall not be in breach of this clause 12, clause 13 or the rest of these terms and conditions if we use aggregated anonymous data created from data produced under these terms and conditions for the purposes of reporting on the performance, levels of usage and revenue of the Linnworks Platform and associated services and software.
  13. CONFIDENTIALITY AND PUBLICITY 
    1. Confidential Information means all information (in any medium or format, including written, oral, visual or electronic) which is marked or described as “confidential” and which relates to a party (the Disclosing Party) or to its employees, officers, customers or suppliers and which is directly or indirectly disclosed by the Disclosing Party to the other party (the Recipient Party) in the course of their dealings relating to these terms and conditions, whether before or after the date these terms and conditions commenced, other than:
      1. information which is in the public domain other than as a result of breach of these terms and conditions; 
      2. information which the Recipient Party received, free of any obligation of confidence, from a third party which itself was not under any obligation of confidence in relation to that information; and 
      3. information which was developed or created independently by or on behalf of the Recipient Party.
    2. The Recipient Party shall:
      1. keep all Confidential Information secret; 
      2. not disclose Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with clause 13.3; and 
      3. only use or make copies of Confidential Information in connection with and to the extent necessary for the purposes of these terms and conditions. 
    3. The Recipient Party may disclose Confidential Information to any of its employees, officers, directors, contractors and sub-contractors on a “need-to-know” basis solely in relation to these terms and conditions, provided that the Recipient Party ensures that such Confidential Information is kept confidential by such persons. 
    4. Clauses 13.2 and 13.3 shall survive termination of these terms and conditions. 
    5. Neither party will make any disclosure relating to these terms and conditions on any public forum (including press releases, public announcements, user groups via the Internet and marketing materials) without the prior written consent of the other party. 
  14. BREACH OF THESE TERMS AND CONDITIONS 
    1. When we consider that a breach of these terms and conditions has occurred, we may take such action as we deem appropriate. 
    2. Failure to comply with these terms and conditions constitutes a material breach of these terms and conditions and the SaaS Agreement upon which you are permitted to use the Linnworks Platform, and may result in our taking all or any of the following actions:
      1. immediate, temporary or permanent withdrawal of your right to use the Linnworks Platform completely; 
      2. immediate, temporary or permanent removal of any App uploaded by you from the Linnworks Platform; 
      3. immediate, temporary or permanent withdrawal of your right to sell Apps to customers as a Verified 3rd Party Developer;
      4. issue of a warning to you; 
      5. 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;
      6. further legal action against you; and/or 
      7. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law. 
    3. We exclude our liability for all action we may take in response to breaches of these terms and conditions. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
  15. LIABILITY 
    1. Nothing in these terms and conditions will:
      1. limit or exclude the liability of a party for death or personal injury resulting from negligence; 
      2. limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; 
      3. limit or exclude any liability of a party in any way that is not permitted under applicable law; or 
      4. in respect of your liability, limit any liability under the indemnities in these terms and conditions. 
    2. We exclude all implied conditions, warranties, representations or other terms that may apply to the Linnworks Platform for App development or any content on it. You acknowledge and agree that the Linnworks Platform for App development is provided “as is”. 
    3. 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:
      1. your use of your Apps and the customers’ use of your Apps (save to the extent caused by our breach of these terms and conditions, our wilful default or our negligence); and
      2. your use of or reliance on any third party apps on the Linnworks Platform. 
    4. Subject to clauses 15.1, 15.2 and 15.3, our total aggregate liability arising under or in connection with these terms and conditions, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed greater of: the sum of £1,000; and 100% of the total Commission Fees retained by us in the 12 months preceding the relevant breach. 
    5. Subject to clause 15.1, neither party shall be liable to the other for any indirect or consequential loss or damage arising under or in relation to these terms and conditions (including but not limited to loss of data, loss of business profits and business interruptions) even if either party was aware of the possibility that such loss or damage might be incurred by the other. 
    6. Both parties shall remain responsible and liable for all acts and omissions of its sub-contractors, agents and representatives as if they were its own.
  16. TERMINATION 
    1. These terms and conditions will continue to apply until terminated by either of us as set out in clauses 16.2 and 16.3. 
    2. Without affecting any other right or remedy available to it:
      1. you may terminate these terms and conditions on giving not less than thirty (30) days’ written notice to us; 
      2. we may terminate these terms and conditions immediately on written notice to you. 
    3. Without affecting any other right or remedy available to it, either party may terminate these terms and conditions immediately by giving written notice to the other party if the other party:
      1. commits a material breach of any clause of these terms and conditions, and:
        1. the breach is not remediable; or 
        2. the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or persistently breaches the terms of these terms and conditions (irrespective of whether such breaches collectively constitute a material breach); 
      2. is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; 
      3. has an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar appointed over any of its assets;
      4. has an order made for its winding up, or passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under these terms and conditions); or 
      5. (is an individual) and dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order. 
    4. Any provision of these terms and conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect. 
    5. Termination or expiry of these terms and conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination or expiry.
    6. On termination for any reason:
      1. you shall provide as much notice as possible to the customers who have purchased your App (if applicable) that it is going to be removed from the Linnworks Platform, using your reasonable endeavours to provide thirty (30) days’ notice, one (1) week’s notice and one (1) day’s notice to the customer;
      2. all rights and licences granted to the other party shall cease; 
      3. we shall both cease all activities authorised by these terms and conditions; 
      4. any amounts due to be paid to a party shall become payable with 30 days of termination; and 
      5. you shall be responsible for removing your App, and both parties shall immediately destroy or return to the other (at the other’s option) any confidential information of the other than in its possession, custody or control.
  17. OUR CONTACT DETAILS 

To contact us, please email support@linnworks.com or telephone our customer service line on (UK) +44 20 3322 7375 or (US) +1 347 391 2804 or via support portal https://help.linnworks.com. 

  1. GENERAL 

Force Majeure

  1. A Force Majeure Event means an event, or series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars). 
  2. Neither party shall be liable to the other as a result of any delay or failure to perform their respective obligations under these terms and conditions as a result of a Force Majeure Event. 
  3. If the Force Majeure Event prevents us from performing our obligations under these terms and conditions for more than 90 consecutive days, you shall, without limiting your other rights or remedies, have the right to terminate these terms and conditions immediately by giving written notice to us. 

Entire agreement 

  1. These terms and conditions (and the SaaS Agreement) constitute the entire agreement between us and you. Each party acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the other party which is not set out in these terms and conditions, and waives all rights and remedies which might otherwise be available to it in relation to any such statement, promise or representation, but for this clause 18.4. 

Assignment and subcontracting 

  1. We may at any time assign, mortgage, charge, transfer or otherwise deal in any manner with our rights and obligations under these terms and conditions, and we will notify you. 
  2. You may at any time assign, mortgage, charge, transfer or otherwise deal in any manner with your rights and obligations under these terms and conditions provided you obtain our prior written consent, such consent not to be unreasonably withheld or delayed. 
  3. Either party may sub-contract its obligations under these terms and conditions. 

Non-Solicitation 

  1. Neither party will, without the other party’s prior written consent, either during the term of these terms and conditions or within 6 months after the date of effective termination of these terms and conditions, engage, employ or otherwise solicit for employment any employee, agent or contractor of the other party who has been involved in the performance of these terms and conditions. 

Notices 

  1. Any notice required to be given to a party under or in connection with these terms and conditions shall be in writing (which can include email provided no automatic error message is received) and shall be delivered to the other party by hand or sent by recorded delivery to the applicable address set out in the SaaS Agreement. 
  2. Any notice shall be deemed to have been duly received if delivered by hand, when left at the address referred to above or, if sent by recorded delivery, on the second business day after posting (a business day being any week day, other than a bank or public holiday in England). 

Waiver 

  1. The failure to exercise, or delay in exercising, a right, power or remedy provided by these terms and conditions or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these terms and conditions, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. 

Severability 

  1. If any provision, or part of a provision, of these terms and conditions is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these terms and conditions, and the legality, validity or enforceability of the remainder of the provisions of these terms and conditions shall not be affected, unless otherwise required by operation of applicable law. 
  2. The parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to these terms and conditions which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part- provision, in question. 

No partnership

  1. Nothing in these terms and conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 

Third party rights 

  1. Except as set out in these terms and conditions a person who is not a party to these terms and conditions may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. These terms and conditions are made for the benefit of the parties and their permitted assigns and successors. 

Governing law and jurisdiction 

  1. These terms and conditions, and any dispute or claim arising out of or in connection with them (including any non-contractual disputes or claims), shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions (including any non-contractual disputes or claims).

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