Terms Of Use

Appa Scotland Ltd is a company incorporated in Scotland with company number SC512087 and having its registered office at The Alhambra Suite, 4th Floor, 82 Mitchell Street, Glasgow, G1 3NA (“Appa“, “we“, “us“, “our“). Our website is www.appawellbeing.com (the “Site“) and our mobile Platform is called APPA (the “Platform“).

Set out below are the terms and conditions (the “Terms“) you are agreeing to when you use (however you access it including from a mobile device) the Site and/or the Platform.  These Terms cover (i) the download of the Platform through the Site or from any App Store and (ii) use of the Site.

You should read, and ensure that you understand, all of the Terms prior to using the Site and/or the Platform. If you do not agree to be bound by these Terms then you should not use the Site and/or download or use the Platform.

 

  1. Definitions
    The “Platform” shall mean the software provided by Appa to offer services allowing analysis of users’ emotional wellbeing and any upgrades from time to time and any other software or documentation which enables the use of the APP.
  2. General
    1. By using the Platform you agree to be bound by these Terms. Please review them carefully before installation on your device and/or acceptance.
    2. You are being given access to the Platform as an authorised user of the establishment (such as a school) which has taken a licence of the Platform from us (the “Licensee“).
    3. You will be given a user name and password by the Licensee who administers such matters, but it is your responsibility to keep your user name and password secure.
    4. By using the Platform, you warrant that you have the right, authority and capacity to enter into and be bound by these Terms and that you are the person authorised to use the relevant user name and password.
    5. By submitting information to the Platform, you agree that, whilst we may contact you in relation to the information you have provided, we are not obliged to provide you with any particular service.
    6. We make no warranty that the contents of the Site and/or the Platform are free from infection by viruses or anything else which has contaminating or destructive properties and shall have no liability in respect thereof.
    7. We do not represent or guarantee the truthfulness, accuracy or reliability of any material contained on the Site or obtained by using the Platform. All such material is intended as information only and does not constitute advice. You acknowledge and agree that any reliance on material contained on the Site and/or obtained via the Platform is at your own risk.
    8. We have taken every care in the preparation of the content of the Site and the Platform, however we cannot guarantee uninterrupted and totally reliable access to the Site or other services provided through the Platform, and therefore cannot guarantee that the information will always be completely up to date and free of mistakes. To the extent permitted by applicable law, we disclaim all warranties, express or implied, as to the accuracy of the information contained in any of the materials on the Site and/or obtained via the Platform and will accept no liability for any loss or damage arising as a result of problems with access.
    9. We shall not be liable to any person for any loss or damage howsoever caused which may arise from the use of any of the information and materials contained on the Site and/or obtained via the Platform.
    10. By using the Platform you will access information provided by the Licensee and those who have been authorised by them to provide content other than responses to questions. We are not responsible for any such data they upload or otherwise provide to you. If they provide hypertext links these may lead you to other websites which are not under our control. When you activate any of these you will leave the Site and we have no control over and will accept no responsibility or liability for the material on any website which is not under our control.
    11. We may make software owned or operated by third-party companies available to you. You must only use this software in accordance with the terms and conditions imposed by the third-party provider.
    12. We may suspend the Site and/or operation of the Platform or any part of it at any time and for any reason whatsoever, including but not limited to repairs or upgrades, and shall not be liable to you for any such suspension.
    13. We reserve the right to alter these Terms from time to time by posting new terms and conditions on the Site. Your continued use of the Site and/or the Platform (or any part thereof) following such change will be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine if the Terms have been changed. If you do not agree to any change to the Terms, you must stop using the Site and the Platform with immediate effect.
    14. If any provision of these Terms is held by any competent authority to be illegal, invalid or unenforceable in whole or in part then such provision shall be deemed to be omitted and the validity of the other provisions of these Terms shall not be affected.
    15. All liability is excluded to the maximum extent permitted by law including any implied terms.
    16. The exclusions of liability set out in these Terms shall not apply to any damages arising from death or personal injury caused by our negligence, or any of our employees or agents.
    17. Nothing in these Terms shall, whether directly or indirectly, give or be deemed to give any enforceable benefit of any kind to any third party as against us.
    18. Any failure or delay by us to enforce any of these Terms shall not be considered a waiver by us of our right to enforce such term or condition of these Terms.
  3. The Platform
    1. The Platform allows you to access certain functionality available on the Site.
    2. If you are authorised by the Licensee to administer their use of the Platform you may be given the right to upload data, content or other materials and information.
    3. If you are using the Platform to allow assessment of your emotional wellbeing then you will be prompted to provide answers to questions.
  4. Your details
    1. In order to use the Platform, the Site requires you to register and provide certain information about yourself (“Personal Information“) and where you do this you agree:
      1. to provide true, accurate, current and complete Personal Information as prompted by the relevant registration form;
      2. to maintain and promptly update your Personal Information (by updating it on the Site in the your account section, or by sending an appropriately worded email to info@appawellbeing.com to keep it true, accurate, current and complete; and
      3. that you will not impersonate any other entity or use a false name that you are not authorised to use.
    2. THE PERSONAL INFORMATION WHICH YOU SET UP IN YOUR PROFILE UNDER THE PLATFORM IS NOT DISCLOSED BUT MAY BE ACCESSED BY THE LICENSEE TO VERIFY YOUR IDENTITY.
  5. User name and password
    1. Once you have registered with the Site, you will be required to enter your email address which will become your username and generate a password that gives you access to your Platform account. You are fully responsible for (i) maintaining the confidentiality of your username and password and (ii) editing your username and password as and when required and you accept full responsibility for all activities that occur through your Platform account. You agree to:
      1. notify us immediately if you become aware of any unauthorised use of your password or Platform account or any other breach of security by sending an appropriately worded email to info@appawellbeing.com; and
      2. ensure that you exit from your Platform account at the end of each session. We cannot and will not be liable for any claims, loss or damage of any nature whatsoever, including indirect, consequential or economic losses of profit arising from your failure to comply with these requirements.
  6. Prohibitions of use
    1. We prohibit the use of the Site and/or the Platform for any unlawful purpose. In addition to this, you agree not to use, nor allow any person under your control to use, the Site and/or the Platform for the following purposes:
      1. posting any incomplete, false or inaccurate information;
      2. posting any information which is subject to confidentiality provisions (implied or express);
      3. posting any information which, in our reasonable opinion, we consider to be defamatory, offensive, obscene, threatening, racist, sexist or discriminatory;
      4. deleting, amending or in any way altering any material which has not been posted by you;
      5. posting materials which are not your own work (in whole or in part) without having the consent of the original author; or
      6. making use of the Site, the Platform and/or the materials in a way which infringes the intellectual property rights of any other party.
    2. In the event that we consider that you are making any illegal and/or unauthorised use of the Site and/or the Platform and/or your use of the Site and/or the Platform is in breach of these Terms, we reserve the right to take any action that we deem fit, including terminating your use of the Platform without notice and with immediate effect and, in the case of illegality, instigating criminal proceedings.
    3. Notwithstanding any other provision of these Terms, we may, at any time and for any reason, terminate these Terms with you and deny you access to the Platform.
    4. You will not, nor allow third parties on your behalf to:
      1. make and distribute copies of the Platform; or
      2. attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Platform.
  7. Intellectual property
    1. The copyright and all other intellectual property rights in the material contained on the Site and the Platform, together with the website design, images and source code, belongs to us and all rights are reserved.
    2. You warrant that you are the owner, or alternatively that you have obtained the necessary consent(s) from the owner(s), of all and any material that you post on the Platform.
    3. You grant to us a non-exclusive, perpetual, irrevocable, royalty-free licence to use any material that you post on the Site or via the use of the Platform for the purposes of providing reports on your responses to the Licensee in accordance with these Terms.
    4. You warrant that you will neither:
      1. resell, transfer or provide to any other person the use of or access to the Site or the Platform; nor
      2. allow any other person access to any password, user ID or account information held by you in connection with the Site or the Platform.
    5. We grant to you a non-transferable, non-exclusive, revocable, royalty-free licence to:
      1. to use the Platform for your personal use in accordance with these Terms; and
      2. view and print the content of the Platform for your personal and non-commercial use only.
  8. Data protection
    1. Any personal information you supply to Appa when using the Platform and/or the Site will be used by Appa in accordance with its Privacy Policy which can be viewed here https://appawellbeing.com/privacy.
    2. We draw your particular attention to Section 4.2 above.
    3. You acknowledge and agree by your use of the Platform that your responses and method of doing so may be analysed to provide reports to the Licensee regarding your overall responses to questions asked through your use of the Platform, but we confirm specific answers will not be released to the Licensee.
  9. Limitation of liability
    1. In no event will Appa be liable for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of your use or access to the Platform, including loss of profit or the like whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise.
    2. Appa is not liable to you for any damage or alteration to your equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Platform.
    3. Nothing in these Terms shall exclude or limit Appa’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
  10. Governing law
    These Terms shall be governed by and construed in accordance with English law. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. By accepting these Terms you submit to the non-exclusive jurisdiction of the Scottish courts.

Access License Agreement

The Customer’s attention is particularly drawn to the provisions of clause 10.

  1. Interpretation
    1. Definitions. In these Conditions, the following definitions apply:
      Authorised Users” means Leaders, Candidates and other users who are authorised by the Customer to access the Portal in accordance with the Contract;
      Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Glasgow in Scotland are open for business;
      Candidates” means pupils, students and other young persons who attend the Customer’s Establishment or with whom the Customer otherwise has an association;
      Charges” means the charges payable by the Customer for access to the Portal as set out in the Order and payable in accordance with clause 6;
      Commencement Date” has the meaning set out in clause 2.2;
      Conditions” means these terms and conditions as amended from time to time in accordance with clause 14.7;
      Contract” means the contract between the Supplier and the Customer relating to access to the Portal in accordance with these Conditions;
      Customer” means the person or entity being a school or other establishment which purchases access to the Portal under the Contract;
      Customer’s Establishment” means the school or other establishment of the Customer;
      Data Controller” has the meaning given to it in the DPR;
      Data Processor” has the meaning given to it in the DPR;
      DPR” means the General Data Protection Regulation as implemented and/or reflected in laws applicable in the United Kingdom from time to time;
      Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in software, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
      Leaders” means persons providing guidance, welfare and/or teaching services for the Customer at the Customer’s Establishment, including head teachers, teachers, administrators, counsellors and welfare or medical staff; and
      Order” means the Customer’s order for access to the Portal as set out in an order form or communicated by the Customer to the Supplier verbally or otherwise in writing (including by email);
      Personal Data” has the meaning given to it in the DPR;
      Portal” means the Supplier’s portal called portal.appawellbeing.com  ;
      Process” and “Processing” have the meaning given to them in the DPR;
      Secure Network” means a network where access is on a unique user basis enabled through a password known only to the user and which is secure;
      Specification” means the description or specification of the Portal provided in writing by the Supplier to the Customer;
      Supplier” means Appa Scotland Ltd, a company registered in Scotland with company number SC512087 of The Alhambra Suite, 4th Floor, 82 Mitchell Street, Glasgow G1 3NA;
      Term” has the meaning set out in clause 11.1.
      User Terms” means the terms of use to which Authorised Users are required to adhere whilst accessing the Portal, a copy of which shall be accessed on the Portal and can be provided by the Supplier to the Customer on request;
    2. Construction. In these Conditions, the following rules apply:
      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 or permitted assigns;
      3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision;
      4. any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      5. a reference to writing or written includes e-mail but not fax.
  2. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase access to the Portal during the Term in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (which may be constituted by the Supplier issuing an invoice) at which point and on which date the Contract shall come into existence (“Commencement Date”).
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    4. Any descriptive matter or advertising material issued by the Supplier (on its website or otherwise) is issued or published for the sole purpose of giving an approximate idea of the Portal. They shall not form part of the Contract or have any contractual force.
    5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
  3. Grant of licence
    1. The Supplier grants the Customer a non-exclusive, non-transferable licence to permit Authorised Users to access the Portal via a Secure Network for the Customer’s internal purposes during the Term only. The Customer may create profiles for Authorised Users in the Portal and permit Authorised Users to create profiles for themselves or (in the case of Leaders) Candidates who are other Authorised Users in the Portal in accordance with the licence granted in this clause 3.
    2. Where a maximum number of Authorised Users (Leaders and/or Candidates) has been specified in the Order the Customer shall ensure that the number of Authorised Users it permits to access the Portal does not exceed such number(s).
  4. Supplier’s Rights and Obligations
    1. The Supplier shall use reasonable endeavours to ensure that the Portal operates properly at all times, excluding:
      1. time during which planned maintenance (as notified by the Supplier to the Customer) is being carried out;
      2. times for unscheduled maintenance to be carried out, provided that the Supplier has used reasonable endeavours to give the Customer notice of such unscheduled maintenance; and
      3. downtime attributable to failure of the Supplier’s suppliers or subcontractors.
    2. The Customer can contact the Supplier through the online enquiry form on https://appawellbeing.com/contact, the email address info@appawellbeing.com and the telephone number 0141-847-0774, and can submit support requests relating to the Portal during the hours of 09:00 to 17:00 on Business Days only. The Supplier shall respond to such requests within a reasonable timeframe and will use reasonable endeavours to resolve any reported issues.
    3. The Customer acknowledges that from time to time during the Term, the Supplier may apply upgrades to the Portal and that such upgrades may result in changes to the appearance and/or functionality of the Portal.
    4. The Supplier may make changes to the content of the Portal (including the addition and/or removal of content) from time to time.
    5. It is acknowledged and agreed that the Supplier has the right to contact the Customer and the Authorised Users through the Portal’s messaging systems and by email or phone as provided by the Customer and the Authorised Users to inform the Customer and the Authorised Users about information relating to the Portal and related services. The Supplier will not pass any Customer and Authorised Users’ contact details to third parties.
  5. Customer’s Obligations
    1. The Customer shall:
      1. keep its details (including login details and passwords) for access to the Portal confidential;
      2. use reasonable endeavors to procure that Authorised Users comply with the User Terms acknowledging that if Authorised Users fail to do so the Customer’s access to the Portal may be suspended or terminated;
      3. effectively communicate to Authorised Users:
        1. the purpose for which Authorised Users may use the Portal;
        2. what constitutes inappropriate or unauthorised use of the Portal (including any use which is prohibited by the User Terms);
      4. be responsible for the actions of Authorised Users and any Authorised User’s breach of the User Terms;
      5. use reasonable endeavours to ensure that Authorised Users keep any login details and passwords confidential;
      6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time and also that it is properly maintained during the Term;
      7. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Portal and in the event of any such unauthorised access or use, promptly notify the Supplier;
      8. ensure that the terms of the Order are complete and accurate;
      9. co-operate with the Supplier in all matters relating to the Contract;
      10. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by the Supplier to perform its obligations under the Contract;
      11. provide the Supplier with such information and materials as the Supplier may reasonably require in relation to the Contract (including information which the Supplier requires to grant access to the Portal) and ensure that such information is accurate in all material respects; and
      12. obtain and maintain all necessary licences, permissions and consents which may be required in relation to the Contract and to use of the Portal by Authorised Users.
    2. The Customer acknowledges that the Customer is responsible for overseeing, monitoring and moderating:
      1. use of the Portal by Authorised Users; and
      2. all material submitted by Authorised Users to the Portal;
      3. and the Customer shall immediately remove from the Portal any material submitted by an Authorised User which is inappropriate or otherwise breaches the terms of the User Terms.
    3. If the Customer becomes aware (or should have become aware) that the Portal has been used by an Authorised User inappropriately or otherwise in breach of the User Terms the Customer shall immediately notify the Supplier and delete the profile of such Authorised User and ensure that they do not in the future access the Portal unless otherwise agreed by the Supplier.
    4. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      1. the Supplier shall without limiting its other rights or remedies have the right to rely on the Customer Default to relieve it from the performance of any of its obligations under the Contract;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.4; and
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  6. Charges and Payment
    1. The Supplier shall be entitled to invoice the Customer on the Commencement Date. The Supplier shall not be required to grant the Customer access to the Portal in accordance with clause 1 until payment of the Charges have been received in full.
    2. The Customer shall pay each invoice submitted by the Supplier:
      1. within 30 days of the date of the invoice;
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
      3. time for payment shall be of the essence of the Contract.
    3. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT.
    4. If the Supplier does not receive payment of the Charges or of the Customer breaches any term of the Contract the Supplier may temporarily disable the Customer (and its Authorised Users’) passwords, account and access to all or part of the Portal and the Supplier shall be under no obligation to provide access to the Portal while the payments concerned remain unpaid. If such amounts remain unpaid for one (1) month or more the Supplier may delete the Customer’s account (which for the avoidance of doubt shall include deletion of Authorised Users’ profiles) and upon deletion the Contract shall terminate.
    5. Without limiting its other rights and remedies, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  7. Intellectual Property Rights
    1. All Intellectual Property Rights in the Portal (excluding the content in the Portal uploaded by or on behalf of the Customer and/or an Authorised User) are and shall remain the property of the Supplier or its third party licensors.
    2. All Intellectual Property Rights in and to any content uploaded to the Portal by or on behalf of the Customer and/or an Authorised User and any reports generated from such content shall belong to the Customer and/or its Authorised Users and the Supplier has no rights thereto other than to the extent required to perform the Contract.
    3. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
    4. All Supplier Materials are the exclusive property of the Supplier and, at the Supplier’s request, shall be returned to the Supplier or destroyed at the end of the Term.
  8. Data Protection
    1. The Customer acknowledges and agrees that for the purposes of the DPR, the Supplier shall be the Data Processor and the Customer shall be the Data Controller of any Personal Data that Authorised Users upload to the Portal (“Portal Personal Data”), including but not limited to responses, documents, video, image and audio files. As Data Processor, the Supplier shall:
      1. only Process Portal Personal Data strictly in accordance with the DPR; and
      2. put in place appropriate technical and organisational processes and procedures to safeguard against any unauthorised and unlawful Processing of, and against accidental loss or destruction of, or damage to, the Portal Personal Data.
    2. The Customer acknowledges that the Supplier may review and access the Portal Personal Data from time to time for the purposes of preparing reports regarding responses of Authorised Users and use some or all of the Portal Personal Data for purposes solely of performing its obligation under the Contract.
  9. Confidentiality
    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents or subcontractors, and any other confidential information concerning the Supplier’s business, its products and services which the Customer may obtain. The Customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Customer’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
  10. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
      2. fraud or fraudulent misrepresentation.
    2. Subject to clause 1:
      1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the average annual amount of the Charges payable by the Customer.
    3. The Supplier does not guarantee that any content made available through the Portal is accurate, complete or error free. The Customer undertakes not to rely upon any content made available in the Portal. Any reliance the Customer places upon the Portal or the content made available in the Portal is entirely at the Customer’s own risk and the Customer undertakes not to hold the Supplier liable for any loss, cost, damage or expense incurred as a result of such reliance.
    4. The Supplier does not guarantee that the Portal will be free of errors or defects or operate in an uninterrupted manner.
    5. The Supplier does not guarantee that the Portal will not interfere with the performance or operation of the computer or device through which it is accessed or other software installed thereon or peripherals connected thereto (and any software installed on said peripherals).
    6. The Supplier does not guarantee that the Portal will be free of viruses or other malicious code.
    7. The Supplier does not guarantee that the Portal is suitable for any particular purpose or that it will meet the Customer’s requirements, irrespective of whether that purpose or those requirements are known to the Supplier.
    8. Other than as expressly stated hereunder the Supplier excludes all guarantees, warranties, conditions and representations whether express or implied.
    9. This clause 10 shall survive termination of the Contract.
  11. Term and Termination
    1. This Contract shall, unless otherwise terminated as provided for in the Contract, commence on the Commencement Date and continue for the period set out in the Order (the “Initial Term”) and thereafter shall automatically renew for successive periods of one (1) year (each a “Renewal Period”) (the Initial Term and the Renewal Period together being the “Term”) unless and until terminated by either party giving to the other at least three (3) full calendar months’ written notice to expire at the end of the Initial Term or any subsequent Renewal Period.
    2. Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer thirty (30) days’ written notice at any time following which the Supplier shall repay to the Customer on a pro rata basis any Charges paid in advance by the Customer relating to the period after the date of termination.
    3. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
      2. if the other party ceases to do business or becomes insolvent or an order is made or a resolution passed for the winding up of it or an order is made for the appointment of an administrator to manage its affairs business or property, or a receiver is appointed of its assets or undertakings or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding up order, or it suffers any similar or analogous action in consequence of debt.
    4. Without limiting its other rights or remedies (including without limitation those in Clause 6.4), the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
  12. Consequences of Termination
    1. On termination of the Contract for any reason:
      1. all rights and licences granted under the Contract shall immediately terminate and the Customer shall ensure that Authorised Users cease accessing the Portal immediately;
      2. the Customer shall permanently erase its login details and password and the login details and passwords of Authorised Users;
      3. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest;
      4. the Customer shall return all of the Supplier Materials in its possession or under its control. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      5. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      6. clauses which expressly or by implication survive termination shall continue in full force and effect.
  13. Force Majeure
    1. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents the Supplier from performing any of its obligations for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  14. General
    1. Assignation and other dealings
      1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
      2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract.
    2. Notices
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid registered first class post or other recorded next Business Day delivery service, commercial courier, or e-mail.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 2.1; if sent by recorded pre-paid first class post or other recorded next Business Day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission provided that the sender does not receive a notification that delivery has been unsuccessful.
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance
      1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
    8. Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.
    9. Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have non exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).