Terms and Conditions
Please read these terms and conditions carefully before purchasing Subscriptions or accessing our Services. These terms and conditions apply whenever you use the Services, regardless of whether you pay to use them or not.
1.1 These are the general terms and conditions (T&Cs) upon which you (an individual, a Business Customer and/or a Business Paid-For User) use or access our Services.
1.2 We also offer bespoke packages and Events for our Business Customers from time to time. If we agree to perform any bespoke services for you, these will be subject to additional terms and conditions (“Supplementary Terms”) and these T&Cs, together with such Supplementary Terms, shall govern your contractual relationship with us. You accept and acknowledge that if these T&Cs conflict with the Supplementary Terms, the Supplementary Terms shall take precedence.
1.3 We operate the Site as a stress and anxiety app that Business Customers and individual users can access via a Subscription. It is for information purposes only and is not intended as a substitute for medical or other professional advice.
1.4 The Services are provided on an “as is” and “as available” basis. We reserve the right to modify or discontinue, temporarily or permanently, any part of our Services from time to time. Where this is the case, we will let you know as soon as reasonably practicable and shall refund you for any sums paid in advance (if applicable) in respect of Services which will no longer be provided where we have not provided a materially suitable replacement.
1.6 If you are accessing our Services via an app, additional terms and conditions may apply to your use of our Services (for example Apple or Android application store terms and conditions), although in the event of conflict, our T&Cs take precedence.
1.7 By accessing our Services, you confirm that you accept these T&Cs and that you agree to comply with them. We may amend our T&Cs from time to time, so every time you wish to use our Services, please check the current T&Cs to ensure you understand the T&Cs that apply at that time. If you do not agree to these T&Cs or any future variation of these T&Cs, you should immediately stop using the Services. These T&Cs were most recently updated on June 1st
1.8 We may transfer our rights and obligations under these T&Cs or any Supplementary Terms to another organisation at any time, for example if we decide to sell Companion.
2. Contact details
2.1 Our Services are owned and operated by Companion Apps Limited (trading as “Companion”), incorporated and registered in England and Wales with company number 08312524 whose registered office is at 85 Great Portland Street, London, United Kingdom, W1W 7LT (Companion, our, we, us).
2.2 To contact us, please email firstname.lastname@example.org.
2.3 If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you registered with us. When we use the words "writing" or "written" in these T&Cs, this includes emails.
3.1 The following definitions apply throughout these T&Cs:
a. Admins means those stakeholders of the Business Customer who are authorised by the Business Customer to act as an administrator on its behalf in relation to the management of a Bulk Subscription and any included Subscription Licenses;
b. Attendee: has the definition given to it in clause 7;
c. Bulk Subscription means the upfront purchase of multiple Subscriptions by a Business Customer on behalf of Business Paid-For Users;
d. Business Customers means organisations or individuals operating a business (not in their capacity as consumers) that purchase one or more Subscriptions upfront for their Business Paid-For Users;
e. Business Hours means 9:00 – 17.30 Monday to Friday in the UK, on days that are not public holidays in England;
f. Business Paid-For Users means individual consumers for whom Subscription Licenses are purchased by a Business Customer, including, for example (but not limited to) a Business Customer’s employees, contractors, volunteers and other stakeholders;
g. Business Subscription Renewal has the meaning given to it in clause 3;
h. Calendar Month means the duration from and including a numeric day in one month, to the day immediately preceding the corresponding numeric day in the next month (for example, from 16 July to 15 August), with the first day being the day on which you commenced your Subscription to the Site;
i. Calendar Period: Calendar Month or Calendar Year, as the context requires in light of the duration of the initial Subscription;
j. Calendar Year means the duration from and including a numeric day in one year, to the day immediately preceding the corresponding numeric day in the next year (for example, from 16 July 2021 to 15 July 2022), with the first day being the day on which a Subscription commences;
k. Companion has the definition given in clause 1;
l. Communication Channels means our social media channels, newsletter communications and any other channels through which we promote our Services;
m. Direct User means an individual consumer who has purchased a Subscription and who is not a Business Customer or a Business Paid-For User;
n. Events: has the definition given to it in clause 7;
o. Feedback has the meaning given to it in clause 5;
p. Free Events: has the definition given to it in clause 7;
q. Intellectual Property Rights means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) 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;
r. Paid Events: has the definition given to it in clause 7;
s. Services means our Site, our Communication Channels, our Subscriptions, and/or any Events we deliver (whether private or public, paid or unpaid, or subject to Supplementary Terms);
t. Site means www.companionapproach.com, an accompanying phone and tablet application, and any other platform, portal or interface provided by us to users;
u. Subscription means a subscription to access software tools on our Site that are designed to help users feel better through accessing proven techniques to deal with stress and anxiety, to handle everyday irritations, and to help them to achieve their goals;
v. Subscribers means individuals who subscribe to our Services, including Direct Users, Business Customers, and Business Paid-For Users, or any one of them depending on the context;
w. Subscription Licence means each Subscription that comprises a Bulk Subscription;
x. Third-Party Resources has the meaning given in clause 2;
y. User Content means content uploaded or posted to our Site by users, including (but not limited to) corporate information, reviews, blog posts, posts on behalf of organisations, images, photos, text, and live chat or messenger messages; and
z. Users, you or your means our Site users, visitors to our Communication Channels, recipients of our communications, and our Subscribers (as applicable); and
4. Acceptable use
4.1 Content of the Services
a. We make the Services available on an ‘as is’ basis and, to the fullest extent permitted under applicable law, we disclaim any implied terms as to title, merchantability, fitness for a particular purpose and non-infringement.
b. We may update and change our Site from time to time to reflect changes to our Services, our users' needs and our business priorities.
c. The content of our Services is provided for general information only. It is not intended to amount to advice on which you should rely. The content is for information purposes only and is not intended as a substitute for medical or other professional advice.
d. Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
e. The Site may include User Content. You accept that this content may not have been verified or approved by us, that we make no representations, warranties or guarantees (whether express or implied) that such content is accurate, complete or up to date,, and that the views expressed by other users on our Site do not represent our views or values.
f. From time to time, we may update or amend our Services, for example to reflect changes in our customer base and industry trends. This includes adding, removing and amending software tools and features in our sole discretion. This means the tools and features available on the Site may vary slightly from those marketed via our Site landing pages and Communication Channels. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to these T&Cs and the continued use of the Services after any such changes shall constitute your consent to such changes.
4.2 Accessing the Services
a. You are responsible for configuring your information technology, computer programmes and platform to access our Site.
b. We do not guarantee that our Services, or any content contained on the Site, will always be available or be uninterrupted. You accept that we may suspend, withdraw or restrict the availability of all or any part of our Services for business and operational reasons, as may the third party software providers on which we rely from time to time to keep our Services operational.
c. Although you can use parts of the Site as a guest, you may choose to register for an account in order to unlock additional functionalities, in which case you will have to provide certain information about yourself as prompted during the account registration process. This information may include (but is not limited to) your email address and information relating to your interests.
d. If you do create an account, all the registration information you submit should be truthful and accurate. If for any reason any information you submit is or becomes untruthful, inaccurate and/or incomplete, you should update that information to maintain its accuracy.
e. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of account creation processes (e.g. when creating a Companion account) or our security procedures, you must treat such information as confidential and not disclose it to any third party.
f. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these T&Cs.
g. Your log-in details may only be used by you; any other individual or business must only access Services that are behind a member paywall if they are using their own distinct log-in details. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.
h. You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these T&Cs and other applicable terms, and that they comply with them.
i. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, our Site. If you suspect or become aware of any such unauthorised use of our Site (including your account, if applicable) or any other breach of its security, you shall immediately notify us of any details reasonably required in connection with such unauthorised access.
j. Without prejudice to clauses 8 and 5.9, you can delete your account at any time, for any reason, via your account settings or by contacting customer service here.
4.3 Uploading or posting content to our Site
a. All User Content must comply with these T&Cs.
b. Any facts comprised in User Content must be accurate and any opinions must be genuinely held.
c. User Content must comply with all applicable laws in England and Wales and in any other country from which such User Content can be viewed and not be in contempt of court.
d. User Content must not:
1. be defamatory of any person; be obscene, offensive, hateful or inflammatory; be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; promote violence or any illegal content or activity; or bully, insult, intimidate, humiliate, harass, upset, embarrass, alarm or annoy any other person;
2. include pornographic, indecent, obscene, or child sexual abuse material;
3. promote discrimination of any kind, including discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4. infringe any Intellectual Property Rights;
5. be likely to deceive any person, or give the impression that your contribution emanates from us if this is not the case;
6. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
7. impersonate any person or organisation or misrepresent your identity or affiliation with any person or organisation;
8. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse, or contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, made are likely to understand such statement as constituting a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
9. contain any advertising or promote any products, services, websites or resources provided by you or third parties.
e. You agree to not use the Site to generate unsolicited advertisements or spam, or to use any automatic or manual process to search or harvest information from the Site.
f. If you post User Content, you warrant that any User Content complies with the standards set out in these T&Cs and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
g. If you access User Content, you accept that we are not responsible for such User Content and therefore make no representations, warranties or guarantees, whether express or implied, that the User Content is accurate, complete or up to date.
h. We have the right to immediately remove (temporarily or permanently) any posting you make on (or messages you send through) the Site, if, in our sole discretion, we believe your posts or messages do not comply with the standards set out in these T&Cs.
i. Unless otherwise agreed, you retain all of your ownership rights in content you upload or post to our Site (including User Content).
j. You accept that we reserve the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site or Communication Channels constitutes a violation of their Intellectual Property Rights, or of their right to privacy.
k. You agree not to distribute or make available any User Content uploaded or made available by us or other users of the Site.
l. You are solely responsible for securing and backing up your content.
a. We do not guarantee that our Site will be secure or free from bugs or viruses, so you should use your own suitable virus protection software. Accordingly, you agree not to hold us accountable for such bugs or viruses.
b. You must not misuse our Site by knowingly introducing or permitting the introduction of viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the servers on which our Site are stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.
c. You must not use bots or other automated methods to register accounts on the Site.
5. Consumer subscriptions to our services
5.1 This clause 5 applies only to Direct Users and/or Business Paid-For Users. It does not apply to Business Customers.
5.2 In consideration of you paying the applicable fees for a Subscription (or a Business Customer paying the applicable fees for a Subscription Licence on your behalf) and/or agreeing to a free trial, and subject to these T&Cs and any other conditions of registration highlighted during the registration process, we will grant you a non-transferable, non-exclusive, non-sublicensable worldwide licence to use the Site for the duration of your Subscription.
5.3 Our acceptance of an order of a Subscription takes place once payment for a Subscription has been received by us and we have sent you an email confirmation. Before this point, we reserve the right to reject or cancel your order of a Subscription, in which case you will be provided with either a refund or an alternative offer (which you may reject in favour of a refund).
5.4 If we make digital content available to you immediately upon you making payment and you subsequently download the file(s), you will not have the right to change your mind. Where you qualify for a refund under UK consumer rights law for services or digital products, we may deduct an amount from such refund to reflect any period during which the services or digital products had been supplied.
5.5 Subscriptions will automatically renew and your chosen payment method will be automatically recharged at the end of each Calendar Period.
5.6 If you commence a free trial or discounted Subscription, you accept and agree that once such free trial or discounted period ends, you will be automatically charged the full price for each subsequent Calendar Period, unless you cancel your Subscription before the end of the final free or discounted Calendar Period.
5.7 You are solely responsible for properly cancelling your Site Subscription. Direct Users and Business Paid-For Users can cancel their Subscriptions via their account settings or by contacting us here. Business Customers can cancel their Subscriptions, subject to these T&Cs and any Supplementary Terms, by contacting us here.
5.8 Subject to these T&Cs and any mandatory cooling off periods and allowed deductions prescribed by UK consumer protection law, if you do not cancel your Subscription before the end of a given Calendar Period and are consequently charged for the following Calendar Period, you will not be eligible for a refund for that following Calendar Period.
5.9 If you cancel or terminate your account before the end of your current paid up Calendar Period, your cancellation will take effect immediately and you will not be charged again (unless you decide to resume a Subscription). You accept that there will not be any prorating of unused time in your final billing cycle.
5.10 If you are a Business Paid-For User and the Business Customer who purchased your Subscription Licence cancels or decides not to renew the applicable Bulk Subscription, or fails to make the required payment by the relevant deadline to commence or renew a Bulk Subscription, you accept that we reserve the right to immediately cancel your Subscription Licence and delete any data or information uploaded to or associated with the account created by you (or created on your behalf).
5.11 All of your data will be inaccessible via the Site immediately upon cancellation or termination of your account. This data will be permanently deleted from backups and logs within 30 days. Once permanently deleted, you accept that the information cannot be recovered. You are therefore advised to export or otherwise ensure you have back-ups of your data prior to this date.
5.12 Unless we are able to receive payment for your Subscription using the payment method you have provided to us, your account will be suspended and inaccessible to you.
5.13 Our prices are subject to change upon 30 days’ notice. Such notice may be provided at any time via a post on the Site or via our Communication Channels.
5.14 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Where required, we may collect those taxes on behalf of taxing authorities and remit those taxes to taxing authorities.
5.15 Users agree not to attempt to buy a Subscription if they are under the age of eighteen (18), or to permit or facilitate access to our Services for anybody under the age of eighteen (18). If a user is unable to provide valid identification on request, their Subscription will be terminated immediately and no refunds will be provided.
5.16 We may terminate your Subscription and/or account immediately and without liability if you abuse (including verbal, physical, written or other forms of abuse, as well as threats of abuse or retribution) any of our employees, agents or contractors.
5.17 If you wish to terminate your account and/or Subscription for a reason set out below, you must inform us immediately in writing, at which point the account will close and/or the Subscription will end immediately, and we will refund you for any Services which have not been provided. The reasons are:
a. We have told you about a change to the Services which will directly affect your order (for example, if the change means you will not receive the Services generally anticipated at the time of placing your order) and you consequently do not wish to proceed;
b. We have told you about an error in the price or description of the Services you have ordered and you consequently do not wish to pay the correct price or accept the Services in the form that they will otherwise be provided;
c. We have informed you that there is a risk that the supply of the Services may be significantly delayed because of events outside our control, and you consequently do not wish to proceed;
d. We have suspended supply of the Services for technical reasons, or we notify you that we are going to suspend them for technical reasons, in each case for a period of more than 10 consecutive days; or
e. You have a legal right to end the contract because of something we have done wrong.
6. Business customers
6.1 This clause 6 applies only to Business Customers. It does not apply to Direct Users and/or Business Paid-For Users.
6.2 Where Business Customers purchase multiple subscriptions on behalf of Business Paid-For Subscribers, Business Customers shall ensure that such Business Paid-For Subscribers agree to these T&Cs before commencing their Subscriptions.
6.3 Upon the expiry of the initial Calendar Period in respect of which a Bulk Subscription was purchased, the Bulk Subscription shall renew for further successive periods of an identical Calendar Period (Bulk Subscription Renewal) – at the prevailing cost of a Bulk Subscription of the same specification on the date on which such renewal commences – unless either party notifies the other party in writing of its intention not to renew the Bulk Subscription not less than thirty (30) days prior to the end of the then current term.
6.4 If a Business Customer cancels or decides not to renew a Bulk Subscription, or fails to make the required payment by the relevant deadline to commence or renew a Bulk Subscription, we reserve the right to immediately cancel all Subscription Licenses covered by the relevant Bulk Subscription and delete any data or information uploaded to or associated with the accounts created by Business Paid-For Subscribers.
6.5 Business Customers shall defend, indemnify and hold harmless Companion against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees, and claims arising from Business Paid-For Subscribers) arising out of or in connection with the circumstances set out in clause 4.
6.6 If a Business Customer wishes to change the number of Subscription Licenses included in its Bulk Subscription from the point at which a Business Subscription Renewal is due to commence, it must notify us in writing of its proposed changes not less than thirty (30) days prior to the end of the then current term.
6.7 If a Business Customer wishes to increase the number of Subscription Licenses included in its Bulk Subscription during a Bulk Subscription Calendar Period, it should notify us in writing. We will evaluate such request and respond within a reasonable timeframe with our approval or rejection of the request, as well as details of the additional fees payable. Where we approve the request, we shall activate the additional Subscription Licences within 10 Business Days of our receipt of payment of the applicable fees.
6.8 Each Subscription License shall expire at the end of the relevant Calendar Period, and Business Customers shall not be entitled to refunds in respect of any unused or partially used Subscription Licence.
6.9 The maximum number of Admins that a Business Customer authorises to run the Business Customer’s dedicated account shall not exceed the numbers agreed at the time that the applicable Bulk Subscription is purchased.
6.10 Where a Business Customer purchases a Bulk Subscription, they may choose to either distribute a unique link to the relevant Business Paid-For Subscribers, or create a private landing page with a unique URL, that will enable such Business Paid-For Subscribers to access a Subscription at no personal cost to them.
7. Events and webinars
7.1 Companion may, but is under no obligation to, deliver online or in-person webinars, workshops and training sessions for Subscribers and/or other paying customers (“Events”). In some cases, events may be subject to Supplementary Terms agreed between Companion and a Business Customer.
7.2 Attendees or prospective attendees at our Events (“Attendees”) agree not to record, transmit, share, duplicate or derive other content from the content delivered during our Events (or Events delivered on our behalf or in connection with our Services), and shall not knowingly cause or permit any other person or organisation to do so, without Companion’s prior written approval.
7.3 Companion shall not be liable under any circumstances in respect of an Event that is free to attend (“Free Events”), including where Attendees are unable to access the event for any reason.
7.4 Where Companion delivers Events for which there is an entry charge (“Paid Events”):
a. No refunds shall be given for non-attendance, unless Companion is solely at fault for such non-attendance; and
b. Subject to clause 11, and without prejudice to clause 6, Companion’s liability towards each Attendee or Business Customer in respect of an Event shall be limited to the amount paid by that Attendee or Business Customer (as applicable) for that Event.
7.5 Companion reserves the right to:
a. Cancel or reschedule Events at any time, without liability to prospective Attendees (save that Attendees of Paid Events or Business Customers that have paid for Attendees’ access to Paid Events, as applicable, shall be entitled to a refund of amounts they have paid if the relevant Event is permanently cancelled); and
b. Appoint a substitute speaker and/or moderator (or substitute speakers and/or moderators) in its sole discretion.
7.6 Prospective Attendees agree not to sell or otherwise transfer their right to attend an Event to any other person or organisation.
8. Third party website and resources
8.1 Third-party software providers
a. You agree not to hold us responsible if defective third-party software damages a device or digital content belonging to you and accept that we will never accept responsibility for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us or the relevant software providers (as applicable).
8.2 Third-party resources
a. Where our Services contain links to third parties, including (but not limited to) links to third party website content, social media channels, platforms, individuals, organisations, products (including books), services, or other resources (including content, communications, mailing lists, advice and information) (Third-Party Resources), these links are provided for your information only.
b. Links to Third-Party Resources should not generally be interpreted as recommendations that you interact with such Third-Party Resources, or as approval by us of those Third-Party Resources or information you may obtain from them, and you accept that we have no control over the nature or availability of such Third-Party Resources.
c. If you access, purchase or use any Third-Party Resources:
1. You do so solely at your own risk and we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Resources, or any transactions completed and any contracts entered into by you with any such Third-Party Resources; and
2. By using such Third-Party Resources, you agree to also be bound by any terms and conditions applicable to the use of such Third-Party Resources and accept that you may need to pay additional fees to access those Third-Party Resources. Accordingly, we recommend that you refer to any applicable terms and conditions and policies prior to using any Third-Party Resources.
8.3 Linking to our Services
a. You may link to our Services, provided you do so in a way that is fair and legal, does not damage our reputation or take advantage of it, and does not suggest any form of association, approval or endorsement on our part where none exists.
b. You must not establish a link to our Services in any websites or resources that are not owned by you, unless you have been given express permission to do so by the owner of such websites or resources.
c. Our Services must not be framed on any other website or within any resources.
d. We reserve the right to withdraw linking permission at any time and in our sole discretion.
e. If you wish to link to or make any use of our Services other than as set out in these T&Cs, please contact
9. Limitations on use of the services
9.1 You must not:
b. use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these T&Cs; or
c. act fraudulently or maliciously, for example, by decompiling the Site or inserting malicious code, including viruses, or harmful data, into the Site.
9.2 Where we consent to you Sharing Content, you agree that our status (and that of any identified contributors) as the authors of the relevant content must always be acknowledged, and that we can withdraw our consent at any time (at which point, you will return, remove and/or destroy the content and any copies thereof, at our request and in our sole discretion, as soon as practicable).
9.3 You shall not use any part of the Services in order to build a product, service, offering or following, whether for commercial purposes or otherwise, on your own behalf or for a third party.
9.4 Other than Business Customers to the extent explicitly agreed by us (and always in accordance with these T&Cs), you shall not license, sell, resell, rent, commercially exploit, make available to third parties, or enable any third parties to access our Site.
9.5 You agree that we shall have the following rights:
a. the right to terminate your access to the Site (including any account you may have registered with us) without notice at any time following your unauthorised use of the Site, or your breach of these T&Cs;
b. the right to amend, update or remove User Content, Subscription prices, and available payment methods from time to time, without notice and in our sole discretion; and
c. the right to report you to the police or other judicial body if we believe in our sole and absolute discretion that your conduct is or may be unlawful.
10. Intellectual property
10.1 We claim no Intellectual Property Rights over the materials you upload to the Site, in so far as you are the creator or owner of such materials.
10.2 Subject to clause 1, you acknowledge and agree that unless otherwise specified, and subject to these T&Cs, we are the owner or the licensee of all Intellectual Property Rights in our Services, including the material published on our Site and any software, logos, branding or domains contained within or made available through the Site. Those works are protected by copyright laws and treaties around the world and all such rights are reserved. You are not permitted to use any Intellectual Property Rights without the prior written consent of the owner.
10.3 These T&Cs do not grant you any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.4 You are not permitted to use our business name, trading name, logos or branding without our approval and you shall not remove or in any manner alter any logo, brand name, product identification, proprietary mark, trade mark notice, copyright notice, or other notices contained in or comprising part of the Services.
10.5 By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that:
a. your Feedback does not contain the confidential or proprietary information of third parties;
b. we are under no obligation of confidentiality, express or implied, with respect to the Feedback,
c. we may have something similar to the Feedback already under consideration or in development, and
d. you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback.
11.1 If you have any questions or complaints about our Services, please contact us.
11.2 We do not warrant that:
a. the Services will meet your specific requirements;
b. the Services will be uninterrupted, timely, secure, or error-free;
c. the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations;
d. the Site will be free of viruses or anything else which may be harmful or destructive; and/or
e. any errors in the Services will be corrected.
11.3 You accept that we shall not be liable to you or any third party in connection with any price change, or modification, suspension or discontinuance of the Services.
11.4 All Services are supplied without a warranty of any kind (express or implied) from us. You agree that, to the fullest extent permitted by law, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any direct, indirect or consequential loss, however so arising under these T&Cs or any Supplementary Terms. Accordingly, you agree not to hold us responsible for any loss or other damages which you may suffer in connection with you ordering, accessing, downloading, taking delivery of, or relying on our Services in any way.
11.5 We shall have no liability to you under these T&Cs or any Supplementary Terms if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, acts of God, wars, riots, civil commotions, malicious damage, epidemics, pandemics, compliance with any law or governmental orders, rules, regulations or directions, accidents, breakdowns of plant or machinery, fires, floods, storms or default of suppliers or subcontractors, provided that we notify you of such an event and its expected duration (if we are aware of such event and an estimation is feasible).
11.6 Whether you are a consumer or a Business Customer, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.
11.7 Limitation of our liability to Business Customers
a. We exclude all implied conditions, warranties, representations or other terms that may apply to the purchase, access or use of our Services.
b. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, our Services, or your use of or reliance on any content forming part or all of our Services.
c. In particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
11.8 Limitation of our liability to consumer users – this clause applies to Direct Users and Business Paid-For Users only
a. Please note that we only provide our Services to consumer users (which includes Direct Users and/or Business Paid-For Users) for domestic and private use. You agree not to use our Services for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity resulting from commercial or business use. We take no responsibility for any loss or damage that is not foreseeable.
b. If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow instructions or to have in place the minimum system requirements advised by us or an applicable software provider.
11.9 Save for cases of fraud or wilful misconduct, and subject to clause 6, and to the extent permitted under UK law, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of our obligations under these T&Cs and any Supplementary Terms shall be limited to the amount you have paid (minus any refunds provided by us) for the Services in respect of which such liability has arisen, in the 12 month period immediately preceding the date on which such liability arises (in respect of Subscription fees, this is capped at the cost of a single 1 year Subscription).
12. Data protection
13. Entire agreement
13.1 Subject to any Supplementary Terms signed by both you and us, this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
13.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.4 Nothing in this clause shall limit or exclude any liability for fraud.
14. Additional clauses
14.1 Technical support in relation to the Services is currently only provided via emai We will reply to you as soon as possible, but generally replies will only be sent during Business Hours.
14.2 You shall not, without our prior written consent, sublicense, assign, transfer, charge or sub-contract any element of the Services or any of your rights or obligations under these T&Cs or any Supplementary Terms to any third party, whether with or without consideration, without our prior written consent.
14.3 Provisions of these T&Cs that expressly or by their inherent nature should survive termination or expiry of these T&Cs shall survive termination or expiry and shall continue to have effect and be binding.
14.4 These T&Cs do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.5 If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these T&Cs.
14.6 No failure or delay by us to exercise any right or remedy provided under these T&Cs or any Supplementary Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
14.7 If you are a Business Customer, these T&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes or claims).
14.8 If you are a consumer (including Business Paid-For Users), these terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts.