Terms and Conditions
View our Terms and Conditions of Supply of Services
Last updated: 15th August 2017
These Terms and Conditions of Supply of Services constitute an agreement (the “Agreement”) between CiiVSOFT Limited (“CiiVSOFT, we, us”) and the organisation or individual agreeing to these terms (“Customer, you”). This Agreement governs the access to and use of the services (“Services”). By confirming your order for Services, purchasing or using any of the Services, you agree to these terms and conditions and you are agreeing to this Agreement as a Customer. If you are agreeing to these terms and conditions for the supply of Services by an organisation, you are agreeing to these terms and conditions on behalf of that organisation. You must have the authority to bind that organisation to these terms and conditions, otherwise you must not sign up for or use the Services.
This document (together with the documents referred to on it, in particular the CiiVSOFT Licence Agreement) tells you the terms and conditions on which we supply any of the services (“Services”) directly to you, via our partners, resellers or as listed on our website www.CiiVSOFT.com (“our site”) to you. Please read these terms and conditions carefully before ordering any Services from us. You should understand that by ordering or using any of our Services you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please understand that if you refuse to accept these terms and conditions, you will not be able to order or use any Services from us.
1. Information About Us
1.1 CiiVSOFT Limited. We are registered in England and Wales under company number 09061018 whose registered office is at The Innovation Centre, Sci-Tech Daresbury, Daresbury, Cheshire, WA4 4FS, United Kingdom.
2.1 Certain Services provided by us require access and use by (“End Users”). Other Services provided by us do not require access and use by End Users as these Services are provided on an outsourced or Software As A Service (SaaS) basis.
2.2 For Services where access or use by End Users is required, Customer and End Users of Customer’s account or subscription package may access and use the Services in accordance with this Agreement and our Licence Agreement.
2.3 CiiVSOFT will use, at a minimum, industry standard technical security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that we may transfer, store, and process Customer Data in locations other than Customer’s country. (“Customer Data”) means Stored Data and Account Data. (“Stored Data”) means the files and structured data submitted to the Services by Customer or End Users. (“Account Data”) means the account and contact information submitted to the Services by Customer or End Users.
2.4 CiiVSOFT may update the Services from time to time. If we change the Services in a manner that materially reduces their functionality, we will inform Customer via the email address associated with the account.
2.5 Software and Documents include use of CiiVSOFT computer software, services, cloud services, website, the data supplied with the services, and the associated media (“Software”); and any documents (whether printed, online and/or electronic documents) (“Documents”). Customer may use the Software only to access the Services.
3. Service Availability
3.1 We shall use reasonable endeavours to provide the Services to you in accordance with the description given on our website or partner websites in all material respects.
3.2 We shall use reasonable endeavours to meet any performance criteria which may be specified but any such criteria shall be estimates only and time for performance by us shall not be of the essence of this agreement.
4. Your Status
4.1 By placing an order for Services you warrant that:
• you are legally capable of entering into binding contracts and agreements;
• you are at least 18 years old;
5. How the Agreement is Formed Between You and Us
5.1 To order and purchase any of our Services you will be required to complete and sign a New Service Order Form (“Order Form”) which will be sent to you by us. The Order Form will include details of the Services you have ordered, Setup Fees, the Subscription Period, the Effective Date of the Services and the Subscription Start Date for the provision of the Services.
5.2 Upon receipt of the signed Order Form by CiiVSOFT the Agreement between us is formed.
6. Your Obligations
6.1 For Services which require use by End Users, Customer is entirely responsible for use of the Services by its End Users. Customer and its End Users must use the Services in compliance with the Licence Agreement Customer will obtain from End Users any consents necessary to allow End Users to engage in the activities described in this Agreement and to allow CiiVSOFT to provide the Services. Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any.
6.2 Certain Services may enable Customer to specify End Users as (“Administrators”) through settings specified within the software for those Services. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. CiiVSOFT’s responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (a) maintaining the confidentiality of passwords and Administrator accounts; (b) managing access to Administrator accounts; and (c) ensuring that Administrators’ use of the Services complies with this Agreement.
6.3 Customer will prevent unauthorised use of the Services by its End Users and terminate any unauthorised use of or access to the Services. The Services are not intended for End Users under the age of 16. Customer will ensure that it does not allow any person under 16 to use the Services. Customer will promptly notify CiiVSOFT of any unauthorised use of or access to the Services.
6.4 Customer will not (a) sell, resell, or lease the Services; (b) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (c) reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
6.5 You shall indemnify us against any claim, loss or damage which we suffer as a result of your breach of any of your obligations set out in clauses 6.1 to 6.4 inclusive.
7. Third Party Requests
7.1 “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services including information in or from an End User or Customer’s Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
7.2 Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact CiiVSOFT only if it cannot obtain such information despite diligent efforts.
7.3 CiiVSOFT will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (a) promptly notify Customer of CiiVSOFT’s receipt of a Third Party Request; (b) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then CiiVSOFT may, but will not be obligated to do so.
8. Third Party Services
8.1 If Customer uses any third party service (e.g. a service that uses a CiiVSOFT API) with the Services, (a) CiiVSOFT will not be responsible for any act or omission of the third party, including the third party’s access to or use of Customer Data and (b) CiiVSOFT does not warrant or support any service provided by the third party.
9. Our Status
9.1 We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.
10. Availability and Delivery of Services
10.1 Your order for Services will be fulfilled within a reasonable time of the date of the order, unless there are exceptional circumstances.
10.2 Where there is a delay in delivering the Services which results from your failure to provide us with relevant information, access to your existing systems or other, we shall have no liability to you if the Services are not delivered.
11. Fees and Payment
11.1 Our Services are provided for an agreed Subscription Period (“Subscription Period”) and charged for on a monthly basis (“Monthly Subscription Fees”)
11.2 Unless otherwise agreed, all of our Services are provided on the basis of an agreed Subscription Period which is detailed in the Order Form. The Subscription Period is usually between 12 and 36 months initially with the opportunity for the Customer to renew at the end of the previous Subscription Period.
11.3 Monthly Subscription Fees invoiced annually in advance are payable within fourteen (14) days.
11.4 Monthly Subscription Fees invoiced on a monthly recurring basis are payable immediately via credit card, direct debit, standing order or by using CiiVSOFT’s approved payment merchant platform. You will automatically receive a receipt for payment each month as a copy for your records however this does not form part of the conditions of the Agreement being formed between us.
11.5 In the case of Monthly Subscription Fees being charged on a monthly recurring basis, Customer acknowledges that by making an initial payment, Customer agrees that CiiVSOFT may automatically charge Customer and take payment using the payment details provided, each month, in advance, from the date of first payment, and will continue to take payment each month until the end of the Subscription Period.
11.6 We also charge one time Setup Fees (“Setup Fees”) associated with provisioning your customer account. All One Time Setup fees are invoiced as of the Effective Date detailed in the Order Form and are payable within fourteen (14) days.
11.7 From time to time we may be required to provide additional development work, software customisation or other Services to you (“Professional Services”). Any additional Professional Services will be performed at a daily rate of GBP £500 per day, (unless otherwise stated) in addition to approved travel and expenses (if applicable). Such additional Professional Services will only be performed in the case of a separate written agreement between both parties.
11.8 Unless otherwise agreed, our Services are provided on the basis of a minimum commitment to a three (3) month Subscription Period (“Minimum Subscription Period”). Customer understands and agrees that by forming the Agreement with us, Customer will pay and authorises CiiVSOFT to charge all and any applicable fees for the provision of Services ordered for the Minimum Subscription Period from the Effective Date of the Agreement detailed in the Order Form.
11.9 For Services which are charged via monthly recurring payment, Customer will pay and authorises CiiVSOFT to charge using the provided payment details, Credit Card, direct debit, standing order or by using CiiVSOFT’s approved payment merchant for all applicable Subscription Fees for the provision of Services ordered for the Minimum Subscription Period from the Effective Date of the Agreement detailed in the Order Form.
11.10 Subscription Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing, payment and contact information to CiiVSOFT.
11.11 The price of some Services will be as quoted on our (“Rate Card”) or site from time to time, except in cases of obvious error
11.12 Prices do not include VAT or applicable sales taxes. Customer is responsible for any applicable taxes. If Customer is required by law to withhold any taxes, Customer must provide CiiVSOFT with an official tax receipt or other appropriate documentation.
11.13 CiiVSOFT may change prices at any time
11.14 Our site and marketing materials contain information about a number of Services and it is always possible that, despite our best efforts, some of the Services listed on our site or in our marketing materials may be incorrectly priced if pricing details are listed for those Services. We will normally verify prices on the Order Form as part of our confirmation procedure so that, where a Service’s correct price is less than our stated price, we will charge the lower amount when dispatching the Service to you. If a Service’s correct price is higher than the price stated, we will normally charge the correct price when dispatching our service to you.
11.15 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you a Confirmation or when you have signed the Order Form, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.
11.16 Customer accepts that CiiVSOFT is under no obligation to refund any payments for Services.
12. Intellectual Property
12.1 Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
12.2 Except as expressly set forth herein, this Agreement does not grant (a) CiiVSOFT any Intellectual Property Rights in Customer Data or (b) Customer any Intellectual Property Rights in the Services, Software, Documents or any other associated CiiVSOFT materials, trademarks or brand features.
12.3 Customer grants CiiVSOFT only the limited rights that are reasonably necessary for CiiVSOFT to offer the Services (for example, hosted Stored Data). This permission also extends to trusted third parties CiiVSOFT works with to offer the Services, (for example, payment provider used to process the payment of fees).
12.4 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by CiiVSOFT.
12.5 In the event that the provision of the Services includes the display of Customer’s logo and/or trade mark (including Services such as display advertising) Customer hereby permits CiiVSOFT to use and display Customer’s logo and/or trade mark on the site as necessary to provide the Services to Customer.
12.6 CiiVSOFT may, at its discretion and for any purpose, use, modify, and incorporate into its products, Services, Software, Documents or licence, any feedback, comments, suggestions Customer or End Users send or provide to CiiVSOFT or post, suggest, comment in forums, social media or any other media without any obligation to Customer.
12.7 CiiVSOFT may include Customer’s name in a list of CiiVSOFT customers on any website, social media, associated media or in promotional materials owned, used or produced by CiiVSOFT.
13.1 A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature or which are expressed to be of a confidential nature by the other party (“Disclosing Party”), and have been disclosed to the Receiving Party by the other party its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 13 shall survive termination of the Agreement.
14. Our Refunds Policy
14.1 You are advised to carefully check the Licence Agreement which outlines the requirements and restrictions on use of the Services, Software and Documents prior to agreeing to this Agreement as no refund will be given where there has been a failure to comply with these terms.
14.2 CiiVSOFT does not offer any refunds for Services. CiiVSOFT may, at its sole discretion offer a refund to a Customer where we are unable to provide the Services to that Customer. Any such case will be considered on a case by case basis.
15. Our Liability
15.1 Our liability for losses you suffer as a result of us breaching this Agreement is strictly limited to direct losses and we shall not be liable to you for any of the following types of loss howsoever arising whether caused by tort (including negligence), breach of contract or otherwise:
15.1.1 loss of income or revenue;
15.1.2 loss of business or sales;
15.1.3 loss of profits or contracts;
15.1.4 loss of anticipated savings;
15.1.5 loss of data or information; or
15.1.6 waste of management or office time; or
15.1.7 loss of business opportunity, goodwill or reputation; or
15.1.8 any indirect or consequential loss or damage.
15.2 Other than the losses set out in condition 15.1 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to of the Licence Fee paid to us in the 3 months prior to the month in which the liability occurs. This maximum cap does not apply to condition 15.3.
15.3 This does not include or limit in any way our liability:
15.3.1 for death or personal injury caused by our negligence;
15.3.2 under section 2(3) of the Consumer Protection Act 1987;
15.3.3 for fraud or fraudulent misrepresentation; or
15.3.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
15.4 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
16.1 Without limiting its other rights or remedies, each party may terminate the Agreement at any time on one calendar months’ notice.
16.2 We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
16.3 Upon termination for any reason:
16.3.1 all rights granted to you under this Agreement shall cease;
16.3.2 you must immediately cease all activities authorised by this Agreement; and
16.3.3 you must immediately pay to CiiVSOFT any sums due to us under this Agreement including all applicable Subscription Fees, Professional Services Fees or Setup Fees which are due for the Subscription Period between the date of notice of termination and the date of expiry of the Minimum Subscription Period; and
16.3.4 you must immediately delete or remove any Software or Documents from all computer equipment in your possession, and immediately destroy or return to us (at our option) any copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
16.4 We may terminate this Agreement if Customer, or other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
16.5 We may terminate this Agreement if an Insolvency Event affecting the Customer or other party occurs.
For the purposes of this agreement, an Insolvency Event shall mean
(a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or
(b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; or
(c) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or
(d) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986.
16.6 you fail to pay any amount due under this Agreement on the due date for payment.
16.7 you or any of your officers, directors, employees, agents, representatives or sub-contractors is involved in any behaviour or operation which could adversely affect our good name or result in damage to our reputation.
16.8 If this Agreement terminates: (a) the rights granted by CiiVSOFT to Customer will cease immediately; (b) CiiVSOFT may immediately or at any time delete Customer Data relating to the Customer’s account.
16.9 The following sections will survive expiration or termination of this Agreement: 7. Third Party Requests, 11. Fees and Payment, 12. Intellectual Property, 13. Confidentiality,
15. Our Liability, 16.8 Termination, 18. Notices, 19. Indemnification, 20. Disclaimers, 21. Transfer of Rights and Obligations, 22. Events Outside Our Control, 23. Waiver, 24. Disputes, 25. Severability, 27. Entire Agreement, 28. No Third Party Beneficiaries, 29. Our Right to Vary This Agreement, 30. Law and Jurisdiction.
17. Written Communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For the purposes of this Agreement, you agree to this electronic means of communication and you acknowledge that all Agreements, contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be written and sent to our registered office address at 29a Forest Road, Tarporley, Cheshire, UK, CW6 0HX. We may give notice to you at the e-mail or address you provide to us when registering your details. Notice will be deemed received and properly served 24 hours after an e-mail is sent. 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 e-mail that such e-mail was sent to the specified e-mail address of the addressee.
19.1 Customer will indemnify, defend, and hold harmless CiiVSOFT from and against all liabilities, damages, and costs (including settlement costs and reasonable legal or attorneys’ fees) arising out of any claim by a third party against CiiVSOFT and its affiliates regarding: (a) Customer Data; (b) Customer’s use of the Services in violation of this Agreement; or (c) End Users’ use of the Services in violation of this Agreement.
19.2 In no event will CiiVSOFT have any obligations or liability to indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable legal or attorneys’ fees) arising out of any claim by a third party against Customer to the extent based on an allegation that CiiVSOFT’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will CiiVSOFT have any liabilities under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by CiiVSOFT and (b) any content, information, or data provided by Customer, End Users, or other third parties.
19.3 If CiiVSOFT believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then CiiVSOFT may: (a) obtain the right for Customer, at CiiVSOFT’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If CiiVSOFT does not believe the options described in this section are commercially reasonable then CiiVSOFT may suspend or terminate Customer’s use of the affected Services with no obligation to provide a refund of fees for the Services.
19.4 The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (b) the other party may join in the defense with its own counsel at its own expense.
THE INDEMNITIES ABOVE ARE CIIVSOFT’S AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
20.1 The Services are provided “as is” to the fullest extent permitted by law. Except as expressly stated in this Agreement, neither Customer nor CiiVSOFT and its affiliates, partners or suppliers, make any warranty of any kind whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use or non-infringement. Customer is solely responsible for use, accuracy, relevance, maintaining and backing up Stored Data.
21. Transfer of Rights and Obligations
21.1 This Agreement between you and us is binding on you and us and on our respective successors and assigns.
21.2 You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it to any third party or other company regardless of its relationship to you without our prior written consent.
21.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement.
22. Events Outside Our Control
22.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (Force Majeure Event).
22.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
22.2.1 strikes, lock-outs or other industrial action;
22.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
22.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
22.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
22.2.5 impossibility of use or failure of public or private telecommunications networks, internet services;
22.2.6 impossibility of use or failure of any public or private network or servers; and
22.2.7 the acts, decrees, legislation, regulations or restrictions of any government.
22.3 Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.
23.1 If we fail, at any time during the term of the Agreement, to insist upon strict performance of any of your obligations under the Agreement or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
23.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
23.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 18 above.
24.1 CiiVSOFT wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 18. If a dispute is not resolved within 30 days of notice, Customer or CiiVSOFT may bring a formal proceeding.
24.2 Customer may only resolve disputes with CiiVSOFT on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
25.1 If any of these terms and conditions or any provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
26.1 If an End User (a) violates this Agreement or (b) uses the Services in a manner that CiiVSOFT reasonably believes will cause it liability, then CiiVSOFT may request that the Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then CiiVSOFT may do so. In any such event, Customer accepts that CiiVSOFT will not provide any refund for fees paid by Customer for the End User account.
26.2 Notwithstanding anything in this Agreement, if there is a Security Emergency then CiiVSOFT may automatically suspend use of the Services. CiiVSOFT will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means (a) use of the Services that do or could disrupt the Services, other Customer’s use of the Services, or the infrastructure used to provide the Services and (b) unauthorised third party access to the Services.
27. Entire Agreement
27.1 These terms and conditions and any document expressly referred to in them represent the entire Agreement between us in relation to the subject matter of any Agreement of Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
27.2 We each acknowledge that, in entering into the Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us prior to such Agreement except as expressly stated in these terms and conditions.
27.3 The Services are provided as described on our website and no warranty as to their effectiveness or audience is given.
28. No Third Party Beneficiaries
28.1 There are no third party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third party beneficiaries to Customer’s rights under this Agreement.
29. Our Right to Vary This Agreement
29.1 We have the right to revise this Agreement from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
29.2 You will be subject to the policies, Agreement and terms and conditions in force at the time that you order or use the Services provided by us, unless any change to those policies, these terms and conditions or this Agreement is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions or this Agreement before we send you an acknowledgement (in which case we have the right to assume that you have accepted the change to the terms and conditions or Agreement, unless you notify us to the contrary within seven working days of receipt by you of the Services).
30. Law and Jurisdiction
These terms and conditions and Agreement for the purchase and use of Services through our site will be governed by English law. Any dispute arising from, or related to, the Agreement shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.