BeRightHR Limited

BeRightHR Toolkit Terms and Conditions

1.Introduction

1.1 These Terms and Conditions are the standard terms on which BeRightHR Limited (Company number 07129106) whose registered office is at 2,Pendlebury Road,Gatley,Cheadle, SK8 1QB agree to supply a BeRightHR Toolkit and together with any special terms agreed in writing with you for any such supply to you are collectively our “BeRightHR Toolkit Terms and Conditions”. In the event of an express conflict between these standard terms and any such special terms, the special terms agreed in writing take precedence.

1.2 You must also comply with the terms of use of our website at www.berighthr.co.uk (“the Website”) if you have registered or you wish to register to use the Website and order a BeRightHR Toolkit using the Website. In the event of an express conflict between the BeRightHR Toolkit Terms and Conditions and terms of use of the Website the BeRightHR Toolkit Terms and Conditions take precedence.

1.3 The BeRightHR Toolkit Terms and Conditions and (if applicable) such terms of use of the Website govern the contract between us and you for the supply of a BeRightHR Toolkit.  All other warranties, conditions or terms whether express or implied by statute, common law, in equity or otherwise relating to the contract or the subject matter or performance or in any other respect, including any you seek to impose at any time are excluded to the fullest extent permitted by law.

1.4 Please read the BeRightHR Toolkit Terms and Conditions carefully. If you do any of the following then you confirm that you accept them and agree to be bound by them:

-          Register to use the Website and place an order using the Website for a BeRightHR Toolkit;

-          Place an order for a BeRightHR Toolkit by facsimile, e-mail or otherwise in writing; or

-          Place an order for a BeRightHR Toolkit by telephone or other manner not set out above.

In any event you have accepted and agreed to be bound by the BeRightHR Toolkit Terms and Conditions if you click on the button I Accept on the Website and/or tick the box in any order form confirming acceptance or (if earlier) if by e-mail or otherwise in writing or by other conduct you confirm you have accepted and agreed to be bound.

1.5 The contract is intended to be made between us and you if you are a trade, profession or business carried on in the United Kingdom (“UK”) who wants to use the BeRightHR Toolkit and it is ordered for your Human Resources (“HR”) department for use acting by an individual who is your HR manager, or (in the absence of a HR department and/or HR manager) by an individual whose role and/or duties include HR responsibilities, for use with employees of that trade, profession or business who are subject to UK employment law and not with any other trade, profession or business or with any person who is dealing as a consumer or any other use. Except for personal representatives of a sole trader who is a party and other permitted successors in title and assignees of a party no person who is not a party to the contract shall be entitled to enforce any term or provision in whole or in part.

1.6 You should print a copy of these standard Terms and Conditions and any special terms agreed in writing for future reference.  If you do not accept and agree to be bound by the BeRightHR Toolkit Terms and Conditions you will not be able to be supplied with a BeRightHR Toolkit and if you do accept and agree to be bound by the BeRightHR Toolkit Terms and Conditions this is on the express understanding that you are a trade, profession or business carried on in the UK and comply with the contract.

2. Registration

2.1 You should only register to use the Website if you carry on a trade, profession or business in the UK or if you are employed by such a trade, profession or business and have authority to register and in each case if you are registering the trade, profession or business. To register you must follow the online guidance on the Website and provide true, complete and accurate information.

2.2 You warrant to us that you are authorised to register and that you have authority to supply or make available information supplied or made available by you (whether using the Website or otherwise) and that the receipt, possession, processing or other use or disclosure by us or a person on our behalf will not infringe the legal rights of any third party and/or result in any claim against us.

2.3 Use of the Website, including registration, is subject to BeRightHR terms of use of the Website. If registration is successful a user name and password will be allocated for use by the trade, profession or business and it is your sole responsibility to ensure that user name and password is kept confidential and only used by an individual who is authorised on behalf of the trade, profession or business and (subject as provided below) on a single user basis in accordance with the contract.

2.4 It is your sole responsibility to ensure that your computer system and in particular your web browser and any software you have installed is sufficient to meet any technical requirements confirmed in writing by us which must be met to use the Website and/or to become a registered user and using the Website to place an order for, pay for and to access a BeRightHR Toolkit.

2.5  We will comply with our privacy policy and any obligation of confidentiality agreed in writing by us.  We agree that we will only process or otherwise use or disclose personal data and other information supplied or made available by you in accordance with the foregoing and in particular for the purposes supplied or made available; to perform the contract and/or any other contract we have with you and otherwise with your consent or to the extent required by law.

2.6 In particular all your personal and billing information that is identifiable to you will be kept confidential and you will be protected by security identification procedures. We will not disclose that information (In a way that makes the information identifiable to you) to anyone else without your consent save as may be required by a court or in order to comply with any legal obligation.

3. Acknowledgement

3.1 No order is accepted by us save to the extent confirmed in writing by us in an Acknowledgement in which we acknowledge receipt of your order and expressly agree to the supply. That Acknowledgement may be issued to you on the Website, by e-mail or otherwise in writing. A mere acknowledgement of receipt of your order or oral response is not binding on us.

3.2 The contract with you is made on the date the order is confirmed in writing by us in whole or in part in such Acknowledgement or (if earlier) if you use the Website to access the BeRightHR Toolkit with a designated  login user name and password or we supply the BeRightHR Toolkit to you on a compact disc (“CD”) or in such other format or manner agreed in writing. If our records show that you have accessed the BeRightHR Toolkit using such user name and password or we have sent the BeRightHR Toolkit to the contact address provided by you that is conclusive evidence that we have made the supply (in the absence of fraud or manifest error). If we are satisfied that you are entitled to access the BeRightHR Toolkit using such user name and password but have been unsuccessful we may in our discretion supply a copy on a CD or in such other alternative format or manner so agreed.

3.3 When you place your order with us for a BeRightHR Toolkit you will be asked to pay the price for supply of the BeRightHR Toolkit confirmed in writing by us together with VAT or other sales tax at the applicable rate and any other charges confirmed in writing by us (including postage/packing). Until you have placed your order and we have sent an Acknowledgement to you, no user name or password will be supplied to allow login  to  the Website and/or you will not be entitled to be supplied with a BeRightHR Toolkit until you have also paid us in full.

3.4 No order placed by you for supply of a BeRightHR Toolkit may be cancelled by you once we have received your order and you shall not be entitled to a refund except in our absolute discretion. Any refund is limited to the amount you have paid and will be made as soon as reasonably practicable after we have agreed in writing to cancellation and/or refund.

3.5 No representations, warranties or other assurances are binding on us except to the extent set out in writing in the BeRightHR Terms and Conditions or otherwise confirmed in writing by us acting by an authorised person on or after the date of the contract with you. This includes a requirement that any guidance on use of the BeRightHR Toolkit be included in it or otherwise confirmed in writing.

3.6 No variation of the contract or waiver of any term or provision is binding on us save in writing signed by an authorised person on our behalf.

4. Terms of Supply and Use

4.1 Each BeRightHR Toolkit will be supplied only to a description and specification confirmed in writing by us. It is your sole responsibility to decide on whether or not you want to place an order for such BeRightHR Toolkit and as to whether or not you place an order for the BeRightHR Toolkit(s) you want.

4.2 If the BeRightHR Toolkit is to be supplied by use of a designated user name and password protected login access to our Website you will have single individual user access on behalf of your trade, profession or business. unless you opt to pay for multiple users,  and accessing from a computer system owned or controlled by you unless otherwise agreed in writing by us. Login access will be to the BeRightHR Toolkit that you have ordered and paid for in full. Any supply of a BeRightHR Toolkit on a CD or in such other format or manner as agreed in writing by us is limited to a single copy of the BeRightHR Toolkit that you have ordered and paid for in full.

4.3 If we agree to supply a BeRightHR Toolkit to you the BeRightHR Toolkit (and in particular the template documents, guidance notes and other documents contained in it) shall be supplied in a “read only” format unless otherwise confirmed in writing by us. If, however, we supply any template document or other document in “Word” or such other format which we have agreed in writing may be changed this is on the express understanding that any change to such document will be limited to inclusion in the document or relevant section of the document by you only of any specific information relevant to the intended use for which such document is supplied by us and/or to such section of the document and that such change by “population” of the document is in accordance with the BeRightHR Terms and Conditions, our guidance in the BeRightHR Toolkit or otherwise confirmed in writing and subject to the foregoing our published sales literature.

4.4 Each BeRightHR Toolkit is intended for use only if you are a trade, profession or business carried on in the UK and if ordered for your  HR department for use acting by an individual who is your HR manager, or (in the absence of a HR department and/or HR manager) by an individual whose role and/or duties include HR responsibilities, in respect of employees of the trade, profession or business who are subject to UK employment law. In any event a BeRightHR  Toolkit should only be used in accordance with the BeRightHR Terms and Conditions, our guidance in the Toolkit or otherwise confirmed in writing and subject to the foregoing our published sales literature.

4.5 Whilst we have taken all reasonable care to ensure that the BeRightHR Toolkit you order (and in particular any template documents, guidance notes and other documents in and which constitute the BeRightHR Toolkit) is accurate and  that the BeRightHR Toolkit (and such documents) comply with applicable employment law in the UK, and in particular the law of England and Wales, as it is in force on the date of our supply to you or (if earlier) the date confirmed in writing to you we give no warranty, guarantee or other assurance in respect of the BeRightHR Toolkit (or such documents),  quality, suitability or fitness for purpose or otherwise except as set out in these BeRightHR Terms and Conditions or otherwise confirmed in writing. In any event we are not responsible for your choice of BeRightHR Toolkit or use of the BeRightHR Toolkit by you or any third party or for any advice given by you or any third party or as to the quality, suitability, fitness or otherwise of the BeRightHR Toolkit or any document in it you select to use or for any modifications or changes or any guidance you rely on except our guidance in such BeRightHR Toolkit or otherwise confirmed in writing by us.

4.6 We cannot and do not warrant or give any other guarantee or assurance that the BeRightHR Toolkit you decide to order is appropriate or suits your needs or is suitable for a specific use or situation. The legal effects of a document may vary and a document’s suitability will vary according to particular circumstances. Only you know the purpose for which you intend to apply the template documents, guidance notes and other documents in the BeRightHR Toolkit you order and acknowledge and agree that we are not responsible for the choices you make regarding the BeRightHR Toolkit that you order.

4.7 We may in our discretion agree to supply you with any modified version or content of the BeRightHR Toolkit and/or updates on supplemental terms agreed in writing.

4.8 Subject to the foregoing we are not responsible for any illegal, unauthorised or improper use of a BeRightHR Toolkit in whole or in part or for any change in the law or any other factor which is either attributable to your fault or fault of a third party or is otherwise outside our control.

4.9 If you have any doubt as to whether or not to use the BeRightHR Toolkit we recommend you contact us for us to discuss the BeRightHR Toolkit and/or intended use on separate terms agreed in writing. In the alternative you must consult with a professional advisor. BeRightHR Toolkits (and template documents, guidance and other documents in them) are not intended to be of general application or of specific application and in particular as a substitute for legal advice on a specific situation or use to which you intend to apply them.

5. Intellectual Property and Licence

5.1 The Website, any software or documents or information supplied or made available by us and the corporate name “BeRightHR Ltd” and any other trade mark, logo, business name, trade name, product name (including “BeRightHR Toolkit” or any particular Toolkit), domain name or other name we use are and remain at all times ,together with all intellectual property rights in or in respect of the foregoing, our sole exclusive property or of any third party confirmed in writing by us.

5.2 You have a non-exclusive licence (which is not transferable and in respect of which you cannot grant any sub-licence or other rights of access or use except with our prior written consent) to use the Website and connected with that to use via the Website any software supplied or made available by us in object code form only for the purposes for which such Website and such software is supplied or made available by us and which licence ends on the earlier of your cessation as a user of the Website or our termination or suspension of your registration and/or use by notice to you or (if earlier) on termination of the contract with you as otherwise set out or referred to in the BeRightHR Terms and Conditions.

5.3 Subject to the foregoing, you have a non-exclusive licence (which is not transferable and in respect of which you cannot grant any sub-licence or other rights of access or use except with our prior written consent) to use the BeRightHR Toolkit you have paid for and connected with that to use template documents, guidances notes and other documents in the BeRightHR Toolkit in the form supplied or made available and only for the purposes for which such BeRightHR Toolkit and documents are supplied or made available by us and which licence ends on our termination or suspension of your use by notice to you or (if earlier) on termination of the contract with you as otherwise set out or referred to in the BeRightHR Terms and Conditions.

5.4 You and any third party do not acquire any proprietary rights or other rights in or in respect of any of the foregoing property or intellectual property rights or any other property, documents or information supplied or made available save in your case to the extent of such non-exclusive licence.

5.5 Each BeRightHR Toolkit (and template documents, guidance notes and other documents in it) is licensed to you on a non exclusive basis on condition that you do not use the BeRightHR Toolkit (and such documents) in whole or in part except strictly in accordance with the BeRightHR Terms and Conditions and for your own HR function. You may not sell, transfer or licence or otherwise deal with the BeRightHR Toolkit (or such documents) in whole or in part or any intellectual property rights in or in respect of the foregoing or purport to do so nor may you make the BeRightHR Toolkit (or such documents) in whole or in part available to any third party other than in accordance with BeRightHR Terms and Conditions . You may, however, in accordance with BeRightHR Terms and Conditions access online and print off and/or save or otherwise make copies of certain templates and other documents in the BeRightHR Toolkit, and/or make additional copies of such templates or other documents, in each case if expressly agreed in writing by us and for use on your behalf by your own HR manager or (in the absence of a HR manager) such other individual referred to above whose role and/or duties include HR responsibilities and  of such other persons on your behalf with our consent provided you keep records of the copies made and the persons to whom such copies are supplied or made available (whether electronically or otherwise) and make such records available to us on request in writing.

5.6 Furthermore we agree that you will have such non-exclusive licence to use the BerightHR Toolkit (and such documents) in consideration of the price you pay to us together with such VAT or other sales tax and other costs, expenses and charges confirmed in writing and that payment of the foregoing will only entitle you to a non-exclusive licence for the period set out or referred to in the BeRightHR Terms and Conditions or otherwise confirmed in writing (including in the event of any further payment and extension of the contract). Unless otherwise confirmed in writing your licence will extend to use of any modified version or content of the BeRightHR Toolkit and/or updates we agree to supply to you before termination or suspension on supplemental terms agreed in writing.

5.7 The contract and each licence to you will also end without a requirement for notice if you breach any material obligations in the BeRightHR Terms and Conditions and/or in our terms of use of the Website. Material obligations include permitted use in accordance with the terms of your licence and respecting (and not being in breach of) the proprietary rights and intellectual property rights we or a third party have or of our or any third party’s other legal rights in respect of subject matter supplied or made available.

6. Ancillary provisions on Price, Delivery and Use of the BeRightHR Toolkit

6.1 The price for supply of a BeRightHR Toolkit plus any VAT or other sales tax and any other costs, expenses and charges confirmed in writing must be paid in full in sterling (£) using any payment method as directed on the Website or by such other payment method confirmed in writing. We will notify you of the price, the VAT or other sales tax and any costs, expenses and charges on or before the contract date or (if not practicable to confirm on or before the contract date) as soon as practicable after the contract date. If we incur any additional costs or expenses or charges at your request or due to fault by you or a person on your behalf we reserve the right to require you to pay or reimburse such costs, expenses or charges on demand. We may submit our invoice to you using the Website or in such other manner as we think fit.

6.2 The BeRightHR Toolkit you order will be regarded as delivered to you on the earlier of when you access the BeRightHR Toolkit using the designated  login user name or password on  the Website or when it is sent to you on CD or in other agreed format or manner to the contact address you have nominated or when our records indicate to us you have accessed and/or been so supplied.

6.3 You must not use any part of the BeRightHR Toolkit for any purpose except for the specific purpose for which it was supplied or made available by us.

6.4 You must not access using and/or save to a computer system or in any other respect copy or otherwise reproduce or disseminate the BeRightHR Toolkit in whole or in part except in accordance with the BeRightHR Terms and Conditions.

6.5 You must not modify or change the BeRightHR Toolkit in whole or in part in any manner after supplied to you except in accordance with the BeRightHR Terms and Conditions and we are not responsible for any such modifications or changes or for any losses or damages which you suffer as a direct or indirect result of any modification or change without such approval.

6.6 You must not represent that the BeRightHR Toolkit was created by you or any third party in whole or in part (other than to include any copyright or proprietary notices confirmed in writing by us).

6.7  The BeRightHR  Toolkit has been prepared in compliance with UK employment law at the date of our supply or (if earlier) such other date confirmed in writing, and in particular the law of England and Wales, for the specific purposes confirmed in writing by us.

7. Liability

7.1 While every care has been taken in compiling the BeRightHR Toolkit (and template documents, guidance and other documents in it) we cannot be held responsible for any errors or omissions. We do not warrant that use of the Website will be uninterrupted or that our Website or any software supplied or made available or any CD or other format we supply is virus free or error free.

7.2 We have no liability for any act or omission by you or a third party or for any breach of contract with you arising directly or indirectly from such act or omission or circumstances outside our control.

7.3 Unless otherwise stated in the BeRightHR Terms and Conditions your rights against us in the event of a complaint  or claim are limited to a refund of the price paid for the BeRightHR Toolkit(s) under the contract or (if different) only the BeRightHR Toolkit to which the complaint or claim relates (excluding VAT and other costs, charges and expenses paid) or damages on a contract basis equal to the price paid for the BeRightHR Toolkit(s) under the contract  or (if different) only the BeRightHR Toolkit to which the complaint or claim relates (excluding VAT and other costs charges and expenses paid and less any refund made). You must promptly notify us using the Website or otherwise in writing of any complaint or claim and providing reasonable details to enable us to investigate and (if we accept in writing we are liable) to take steps to remedy it to your reasonable satisfaction.

7.4 If your complaint or claim involves a third party complaint or claim we are not liable if you admit liability or settle or otherwise compromise the complaint or claim except with our prior written consent (not to be unreasonably withheld or delayed) and you agree if we request to allow us to conduct the negotiations and take any other steps to try and resolve the complaint or claim and to provide all information and assistance we request subject only to any agreement with you on costs and expenses we reasonably and properly incur on your behalf in doing so. In any event this clause and the amount we are liable for is subject to all the other exclusions and limitations on liability.

7.5 Our total liability to you arising out of or in connection with the contract or its subject matter or performance (including for use of any BeRightHR Toolkit(s) in whole or in part) (whether liability arises from negligence or  tortious act or omission, breach of contract, breach of statutory duty, misrepresentation or any cause) shall not exceed an aggregate amount equal to the price paid by you for the BeRightHR Toolkit(s) under the contract  or (if different) only the BeRightHR Toolkit to which the complaint or claim relates (excluding VAT and other costs charges and expenses paid and less any refund made). However this limit in this clause 7.5 and any exclusion or limit in any other term or provision does not apply to exclude or restrict rights and remedies for any matter within clause 7.6.

7.6 We do not exclude or limit rights and remedies in respect of:

-              Death or personal injury caused by our negligence or persons for whom we are liable in law; or

-              Fraud or fraudulent misrepresentation; or

-              Any matter for which it would be illegal to exclude or restrict, or attempt to exclude or restrict, our liability.

7.7  Subject to exclusions and limits on our liability above (and the preceding clause which qualifies

them) we  have no liability to you or any third party for or in respect of any special, indirect or consequential loss or damage (whether financial or otherwise) including for:

-      loss of revenue, profits or anticipated savings;

¾     loss of or damage to reputation or goodwill;

¾     loss of data, contracts or business or any opportunity;

¾     wasted management or other staff or third party time;

¾     losses, damages or liabilities under or in relation to any other contract; or

¾     for any other special, indirect or consequential loss or damage

and this applies even if the same was foreseeable by us, or the possibility thereof is or has been

brought to our attention.

8. Business Use

8.1 If you are accessing our Website and/or ordering the BeRightHR Toolkit in the course of a trade,

profession or business, then you agree to indemnify us and to  keep us indemnified against any and

all losses, damages, liabilities, costs, charges and expenses we suffer or incur arising directly or

indirectly from or relating to:

-          Your use of the Website and/or the BeRightHR Toolkit(s); and

-          You  breaching the BeRightHR Terms and Conditions and/or our terms and conditions for use   of the Website or for any other supply by us,

-          Any personal injury or death caused by your negligence or any other person for whom you        are liable in law or other negligence or tortious act or omission by you or such a person; or

      -     Breach of statutory duty or other breach of applicable law.

9. Recovering Revenue lost through Misuse or Breach

9.1.If we discover that we have lost revenue through your misuse of our Website or any software

supplied or made available by us and/or any BeRightHR Toolkit(s) or other property or information supplied or made available by us and/or your breach of the BeRightHR Terms and Conditions and/or our terms and conditions for use of the Website or for any other supply by us, then without prejudice to our other rights and remedies you agree that we may recover from you each of the following:

-      The revenue we have lost;

-      Our costs, expenses and charges (including sums payable to professional advisors and other third parties) of discovering the loss and the extent of it; and

-      Our costs, expenses and changes (including sums payable to professional advisors and other third parties) of recovering the revenue on a full indemnity basis ;

together with any VAT or other sales tax at the applicable rate in respect of any of the foregoing which we are obliged by law to charge and interest on any amount owing in this clause accruing on a daily basis at a rate of interest confirmed in writing by us on or before the contract is made (both before and after judgment) or otherwise to which we are entitled  in law.

9.2 If we can show we have lost revenue through your misuse of our Website or any software

supplied or made available by us and/or any BeRightHR Toolkit(s)  or other property or information supplied or made available by us and/or your  breach of the BeRightHR Terms and Conditions and/or our terms  and conditions for use of the Website or for any other supply by us,  then you will allow us and any of our auditors or other professional advisors and agents to access your premises, personnel and records and provide such other information and assistance (without any cost, expense or charge payable or reimbursable by us unless otherwise agreed in writing) as may be reasonably required in order to

-          identify suspected fraud;

-      undertake verification that you have made use of our Website or any software

-          supplied or made available by us and/or any BeRightHR Toolkit(s) or such property or other information in accordance with the BeRightHR Terms and Conditions and/or our terms  and conditions for use of the Website or for any other supply by us; and

-          determine the extent of our loss.

10. Suspension and Termination

10.1 We reserve the right to terminate or suspend our contract with you and your use of the Website or any software supplied or made available by us or the BeRightHR Toolkit(s) or any other property or information supplied or made available by notice to you if we have reason to believe that you will failed to pay us in full for all sums that are due for payment under such contract (including if we are obliged by law to refund any sum in whole or in part) or that you have not or will not comply with the BeRightHR Terms and Conditions and/or our terms  and conditions for use of the Website or for any other supply by us or that you are insolvent or deemed insolvent under the Insolvency Act 1986.

10.2 The contract and any licence with you is limited in time to a period as confirmed in writing by us with reference to the payment made for supply of the BeRightHR Toolkit(s) and shall terminate on expiry of that period (in the absence of a further payment and extension of the contract) unless termination or suspension occurs beforehand under clause 10.1 or termination occurs beforehand under any other term or provision.

10.3 Termination or expiry of the contract is without prejudice to the accrued rights of the parties at termination or expiry and to any term or provision which is expressed to come into force on or to continue after, or by implication is intended to do so, termination or expiry. Each licence is subject to termination or suspension under clause 10.1 or earlier termination or expiry of the contract.

10.4 For the avoidance of doubt if your licence ends or is suspended you must cease to use the property, data or other information supplied or made available to you and (unless otherwise agreed in writing by us and any retention required by law) you must not retain any such property, data or other information or copies of any of the foregoing in whole or in part in any format or medium.

10.5        Unless otherwise agreed in writing with you if we terminate or suspend under clause 10.1 or the contract otherwise determines we may also terminate any connected contract with you.

11. Our right to vary these terms

11.1 The contract between us and the terms and conditions set out or referred to above which we have confirmed govern the contract is the entire agreement and understanding between us as regards supply by us of any BeRightHR Toolkit(s) and other subject matter above.

11.2 We have the right to revise and amend the BeRightHR Terms and Conditions 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 Website and/or software or system’s capabilities. We will notify changes to you on or before the contract date or (if not practicable to confirm on or before the contract date) as soon as practicable after the contract date and if such changes are notified on or after the contract date and intended to apply to the contract then (unless otherwise stated in such notice or agreed in writing with you following such notice) they shall apply to our contract without mutual agreement of the variation  if the changes are intended by us to apply generally to supply of any BeRightHR Toolkit(s) and in any other case only if the change is agreed in writing and incorporated into the contract.

11.3 The current version of the standard BerightHR Terms and Conditions will be posted on the Website and you will be bound by the version in force at the time you order a specific  BeRightHR Toolkit subject only to any such special terms agreed in writing referred to above. This clause 11.3 is subject to the other terms and provisions on variation (including by supplemental terms).

12. General

12.1 No failure or delay on our part or other time or indulgence given by us to you or a third party constitutes a waiver of any of our rights and remedies.

12.2 We may give notice to you by posting it on the Website or in writing to you by hand delivery or by post to you at your last known contact address or in any other manner permitted by law.

12.3 You may not transfer or assign or grant any licence of or delegate or create any mortgage, charge or other encumbrance on, over or otherwise affecting any of your rights or obligations under the contract in whole or in part without our prior written consent.

12.4 The contract between us is governed in all respects by the law of England and Wales and in the event of any dispute, complaint or claim you agree to the exclusive jurisdiction of the Courts of England and Wales subject as stated in this clause. We may take legal action against you in any other court of competent jurisdiction applicable to you. We may in our discretion seek to resolve any such dispute, complaint or claim using any mediation or other alternative dispute resolution means.