1.1 Automotive World Limited (company number 04242884) (‘AW’, ‘we’ and ‘us’) is a company registered in England and Wales and our registered office is at 1-3 The Washington Building, Stanwell Road, Penarth, South Glamorgan, CF64 2AD
1.2 We operate the website www.automotiveworld.com any other website or URL notified to the Customer by AW from time to time (the ‘Site’).
1.3 These Terms govern the services we will provide to you through the Site, as detailed below.
1.4 For the purposes of these Terms, you are a ‘consumer’ if you are buying services from our Site as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. You are a ‘business customer’ if you are buying services from our site for purposes relating to your trade, business, craft or profession. Some terms only apply to your order if you are a consumer and other terms only apply to your order if you are a business customer, so please make sure you read these Terms carefully.
2.1 The definitions and rules of interpretation in clause 2 apply in this Contract.
Authorised Users: where you are a business customer, means any employee of the Customer authorised to use the Subscription Services, or access Content as the case may be, via either: (i) a username/password; or (ii) the Customer’s IP address, as agreed in advance by AW.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Customer: means the party who places the Order and has agreed to purchase the Subscription Services, or make a One-Off Purchase from AW and whose details are set out In the Order Confirmation.
Customer Content: the audio, visual, audio-visual, audio communications, files, documents, recordings and any other material supplied by the Authorised Users to AW, whether via the Site or otherwise.
Customer Data: any Personal Data for which the Customer is the Data Controller including the log in credential of the Authorised Users.
Customer Marks: the artwork, design, logo, service mark and trade mark, together with any accompanying words, slogan or text of the Customer, to be used for promotion, advertising and marketing of the Site and the Subscription Services.
Content: means any audio, visual, audio-visual, audio communications, files, documents, recordings and any other material made available on the Site to the Authorised Users including but not limited to articles, eMagazines, special reports, webinars, videos, research and data.
Confidential Information: means any information that is proprietary or confidential including any commercial, financial or technical information relating to the Subscription Services, plans, know-how or trade secrets which are obviously confidential in nature or has been identified as confidential.
Data Controller: has the same meaning as given to it in the applicable Data Protection Laws from time to time.
Data Processor: has the same meaning as given to it in the applicable Data Protection Laws from time to time.
Data Protection Laws: means as binding on either party, or the Subscription Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which Implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Data Subjects: has the same meaning as given to it in the applicable Data Protection Laws from time to time.
Fee: has the meaning given to it in clause 9.1.
GDPR: means the UK General Data Protection Regulation, Regulation (EU) 2016/679.
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, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
One-Off Purchase: has the meaning given to it in clause 4.1.
Order Confirmation: has the meaning given to it in clause 4.4.
Personal Data: has the same meaning given to it in the applicable Data Protection Laws from time to time.
Processing: has the meaning given to it In the applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed and processes shall be construed accordingly).
Software: the online software applications provided by AW which enables the Authorised Users to use the Subscription Services and access Content.
Subscription Period: means the subscription period specified in the Order during which the Subscription Services will be provided by AW to the Customer.
Subscription Services: has the meaning given to it In clause 4.1.
Virus: any device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 Words in the singular shall include the plural and vice versa.
2.6 A reference to one gender shall include a reference to the other genders.
2.7 A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
2.8 A reference to writing or written includes e-mail.
2.9 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
2.10 References to clauses and schedules are to the clauses and schedules of this Contract.
3. OUR CONTRACT WITH YOU
3.1 Our contract with you. These terms and conditions (‘Terms’) apply to the order by you for a One-Off Purchase or the Subscription Services and to the ongoing supply of Subscription Services by us to you (‘Contract’). They apply to the exclusion of any other terms that you seek to impose or incorporate, or to which are implied by law, trade custom, practice or course of dealing.
3.2 Entire agreement. If you are business customer, the Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
4. PLACING AN ORDER AND ITS ACCEPTANCE
4.1 Offer to purchase. Each order, whether placed through the Site or directly through AW, is an offer by you to buy Content on a one-off basis (One-Off Purchase), or a subscription to access Content on a recurring basis (Subscription Services), and in each case which will be made available to Authorised Users via the Site as detailed in the order and subject to these Terms.
4.2 Where you are placing your order through the Site. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the Site (unless you are placing an order directly with AW in accordance with clause 4.3).
4.3 Placing your order directly with Automotive World. Please contact AW, either through the ‘contact us’ form on the Site, or using the contact details shown on the Site, to place an order with AW direct. Upon receiving your enquiry, AW will send you an order form setting out the details of your order for you to sign electronically and return to AW.
4.4 Accepting your order. When your order is placed through the Site, or direct through AW, our acceptance of your order takes place when we send an order confirmation following your purchase (in the case of an order placed through the Site), or when we send an order confirmation following receipt of your signed order form (in the case of an order placed directly with AW), (Order Confirmation), at which point and on which date (Commencement Date), the Contract between you and AW will come into existence.
4.4 Unable to process your order. If we cannot accept your order, for example because we are unable to take payment, we will email you using the details you provided when you placed your order.
5. OUR SERVICES.
5.1 One-Off Purchases. Subject to the payment of the Fees by the Customer, AW shall provide the Content purchased by the Customer through a One-Off Purchase on, and subject to, these Terms. We will make the Content purchased through the One-Off Purchase available to you to access as soon as we accept your order in accordance with these Terms.
5.2 Subscription Services. Subject to the payment of the Fees by the Customer, AW shall provide the Subscription Services to the Customer on and subject to these Terms from the Commencement Date for the Subscription Period and where you are a business customer, AW hereby grants to the Customer a non-exclusive, non-transferable, revocable, right to permit any Authorised Users to use the Subscription Services, the Software and the Content during the Subscription Period for the Customer’s own internal business operations.
5.3 The Customer undertakes, and shall procure that the Authorised Users undertake:
(a) only to search, view, copy and print out material containing Content for the Customer’s own internal business operations where the Customer is a business or for its own personal use where the Customer is an individual;
(b) to print off not more than one copy of Content per Authorised User, and shall only download extracts of any Content from the Site for personal reference and may only draw the attention of Authorised Users to Content posted on the Site;
(c) not to modify the paper or digital copies of any Content printed off or downloaded in any way, and not to use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
(d) not to use any part of the Content on the Site for commercial purposes without obtaining a licence to do so from AW or its licensors; and
(e) that, if it prints off, copies or downloads part of any Content in breach of this Contract, the Customer’s and its Authorised Users’ rights to access the Subscription Services will cease immediately and it must, at AW’s option, return or destroy any copies of the Content it has made.
5.4 AW shall use commercially reasonable endeavours to make the Subscription Services available twenty-four (24) hours a day, seven (7) days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that AW has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance.
5.5 The Customer shall, and shall procure that the Authorised Users shall, not access, store, distribute or transmit any Viruses, or any material that:
5.5.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.5.2 facilitates illegal activity;
5.5.3 depicts sexually explicit images;
5.5.4 promotes unlawful violence;
5.5.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
5.5.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;
during the course of using the Subscription Services or accessing the Content and AW reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and any Authorised User’s access to any Subscription Services or Content where they have breached the provisions of clause 5.5.
5.6 The Customer shall not, and shall procure that the Authorised Users shall not:
5.6.1 except to the extent expressly permitted under this Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Content (as applicable) in any form or media or by any means; or
5.6.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
5.6.3 use the Subscription Services and/or Content to provide services to third parties;
5.6.4 subject to clause 21.3.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Content available to any third party except the Authorised Users; or
5.6.5 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Content, other than as provided under clause 5.
5.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Content and, in the event of any such unauthorised access or use, promptly notify AW.
5.8 If you are a consumer, the Subscription Services are provided to you for your domestic and personal use only. You must not use our Subscription Services for commercial or business purposes.
5.9 If you are a consumer and you wish to make changes to the Subscription Services you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the Fee, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
5.10 The rights provided under clause 5 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
6. AW’S OBLIGATIONS
THIS CLAUSE 6 ONLY APPLIES TO YOU IF YOU ARE A BUSINESS CUSTOMER.
6.1 AW undertakes that the Subscription Services will be performed with reasonable skill and care.
6.2.1 does not warrant that the Customer’s use of the Subscription Services, or access to the Content, will be uninterrupted or error-free, or that the Subscription Services, Content and/or the information obtained by the Customer through the Site will meet the Customer’s requirements; and
6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Subscription Services and Content may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 This Contract shall not prevent AW from entering into similar agreements or arrangements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.
6.4 AW warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
6.5 Except as set out in this Contract, AW gives no warranties and makes no representations in relation to the Subscription Services or the Content and all warranties and conditions (including the conditions implied by ss12-16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
6.6 The Customer shall defend, indemnify and hold AW harmless against claims, actions, proceedings, losses, damages, expenses, and all costs arising out of or in connection with the Customer’s or the Authorised Users’ breach of this Contract or misuse of the Subscription Services, Software or Content.
7. CUSTOMER’S OBLIGATIONS
7.1 The Customer shall, and shall procure that the Authorised Users shall:
7.1.1 provide AW with:
126.96.36.199 all necessary co-operation in relation to the Subscription Services; and
188.8.131.52 all necessary access to such information as may be required by AW;
in order to provide the Subscription Services or make the Content accessible to the Customer and its Authorised Users, including but not limited to Customer Content, Customer Data, security access information and configuration services;
7.1.2 comply with all applicable laws and regulations when using the Subscription Services or accessing the Content;
7.1.3 carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner;
7.1.4 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Site, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8. IF THERE IS A PROBLEM WITH THE SERVICES AND YOU ARE A CONSUMER
THIS CLAUSE 8 ONLY APPLIES IF YOU ARE A CONSUMER.
8.1 We will provide the Subscription Services with reasonable care and skill.
8.2 If the Subscription Services are not carried out with reasonable care and skill, you can ask us to repeat the Subscription Service, fix it, or get some money back from the Fee paid If we cannot fix it.
8.3 If there is a problem with the Subscription Service we have provided to you, please contact us as soon as reasonably possible. You can contact us via email at email@example.com.
9. CHARGES AND PAYMENT
9.1 The fee for the Subscription Services or your One-Off Purchase shall be as set out on the Site, or where no such fee is set out, shall be as advised by AW from time to time before the date the order is placed (the Fee).
9.2 Payment for any One-Off Purchase. Payment for any One-Off Purchase shall be payable at the time of purchase of the Content through the Site.
9.3 Payment for the Subscription Services. Payment for the Subscription Services shall be payable in advance. We will take payment in full upon you placing the order.
9.4 Where you place the order through the Site. You can pay for the Subscription Services or any One-Off Purchase through our Site using a debit or credit card.
9.5 Where you place the order directly with AW. Where you place the order directly through AW, AW will invoice you for the Fee on or after the Commencement Date. The Customer shall pay the Fee to AW in accordance with this clause 9 and within thirty (30) days of the date of invoice.
9.6 The Customer shall pay all invoices (i) in full without deduction or set-off, and (ii) to the bank account nominated by AW.
9.7 If AW has not received payment within thirty (30) days of the date of invoice in accordance with clause 9.5, and without prejudice to any other rights and remedies of AW:
9.7.1 AW may, without liability to the Customer, disable the Customer’s and/or Authorised Users’ password, account and access to all or part of the Subscription Services and/or Content and AW shall be under no obligation to provide any or all of the Subscription Services or access to Content while any amounts due to AW from the Customer remain unpaid; and
9.7.2 interest shall accrue on such due amounts at an annual rate equal to four per cent (4%) over the then current base lending rate of Barclays Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.8 All amounts and fees stated or referred to in this Contract (including the Fee):
9.8.1 shall be payable in the currency specified on the Site or the invoice (as applicable);
9.8.2 which are paid in advance, are non-cancellable and non-refundable (except where you are a consumer – please see clause 17 below);
9.8.3 are exclusive of any value added tax (or other applicable sales tax), which shall be applied at the appropriate rate.
10. DATA PROTECTION
CLAUSES 10.2-10.4 ONLY APPLY TO BUSINESS CUSTOMERS.
10.2 The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Personal Data provided by the Customer to AW (including any Customer Data). The Customer shall ensure all instructions given by it to AW in respect of the Customer Data shall at all times be in accordance with Data Protection Laws. Nothing in this Contract relieves the Customer of any responsibilities or liabilities under Data Protection Laws.
10.3 If AW processes any Personal Data on the Customer’s behalf when performing its obligations under this Contract, the parties record their intention that the Customer shall be the Data Controller and AW shall be a Data Processor and in any such case:
10.3.1 the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Subscription Services and AW’s other obligations under this Contract;
10.3.2 the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to AW so that AW may lawfully use, process and transfer the Personal Data in accordance with this Contract on the Customer’s behalf;
10.3.3 the Customer shall ensure that the relevant third parties have been informed of, and where necessary have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws;
10.3.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data processed pursuant to this Contract or its accidental loss, destruction or damage.
10.4 The Customer shall indemnify and keep indemnified AW from and against all claims, demands, costs, actions, expenses, liabilities, compensation paid to Data Subjects and damages or losses (including all interest and penalties and, where reasonably incurred, reasonable legal and other professional costs and expenses) arising out of or in connection with any breach by or on behalf of the Customer of this clause 9 or its obligations under Data Protection Laws.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Customer acknowledges and agrees that AW and/or its licensors own all Intellectual Property Rights in the Subscription Services, the Software and the Content. Except as expressly stated herein, this Contract does not grant the Customer any rights to, or in, Intellectual Property Rights, or any other rights or licences in respect of the Subscription Services or the Content.
11.2 The Customer warrants, represents and undertakes to AW that it has all necessary rights in and to the Customer Content and the Customer Data.
11.3 The Customer hereby grants to AW a royalty free, non-exclusive, transferable, sub-licensable, irrevocable licence to use:
11.3.1 the Customer Content; and
11.3.2the Customer Data;
for the purposes of AW supplying the Subscription Services in accordance with this Contract.
11.4 The Customer shall indemnify and keep indemnified AW from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that AW’s use of the Customer Marks and Customer Content in accordance with this Contract infringes any Intellectual Property Rights of any third party.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. The provisions of this clause shall not apply to information which:
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2 was in the other party’s lawful possession before the disclosure;
12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose except in accordance with the terms of this Contract.
12.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5 The Customer acknowledges that details of the Subscription Services and the Fees constitute AW’s Confidential Information.
12.6 This clause 12 shall survive termination of this Contract, however arising.
13.1 AW shall use reasonable endeavours to maintain Content up to date. Notwithstanding the foregoing, the Customer agrees that:
13.1.1 the Content is not intended to constitute a definitive or complete statement on any subject, nor is it intended to be relied upon;
13.1.2 AW do not undertake any obligation to consider whether the information provided to or by AW for the purpose of Content is either sufficient or appropriate for any particular circumstances;
13.1.3 the Content includes archived information and resources, which may be incorrect or out of date;
13.1.4 AW are a provider of automotive industry know-how and resources. AW do not accept any responsibility for action taken as a result of Content or other information provided. The Content is general and educational in nature and we do not warrant that it will be up to date and detail all recent developments.
14. OUR LIABILITY TO CONSUMERS
THIS CLAUSE 14 ONLY APPLIES TO YOU IF YOU ARE A CONSUMER.
14.1 If we breach these Terms or are negligent, we will be liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time the Contract was made, it was either clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).
14.2 We are not liable to you for any loss or damage that was not foreseeable or any loss or damage not caused by our breach or negligence. Any Subscription Services that we supply to you are for your personal, domestic and non-business use only, and therefore we are also not liable to you for any business loss or damage.
14.3 Nothing in these Terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
15. LIMITATION OF LIABILITY TO BUSINESS CUSTOMERS
THIS CLAUSE 15 ONLY APPLIES TO YOU IF YOU ARE A BUSINESS CUSTOMER.
15.1 This clause 15 sets out the entire financial liability of AW (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
15.1.1 arising under or in connection with these Terms;
15.1.2 in respect of any use made by the Customer of the Subscription Services and Content or any part of them; and
15.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
15.2 Except as expressly and specifically provided in this Contract:
15.2.1 the Customer assumes sole responsibility for results obtained from the use of the Subscription Services and the Content by the Customer, and for conclusions drawn from such use. AW shall have no liability for any loss or damage caused by errors or omissions in any Customer Content, information, instructions or scripts provided to AW by the Customer in connection with the Subscription Services, or any actions taken by AW at the Customer’s direction;
15.2.2 the Subscription Services and the Content are provided to the Customer on an “as is” basis.
15.3 Nothing in this Contract excludes the liability of AW:
15.3.1 for death or personal injury caused by AW’s negligence; or
15.3.2 for fraud or fraudulent misrepresentation.
15.4 Subject to clause 15.2 and clause 15.3, AW’s 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 this Contract shall be limited to the total Fees paid under this Contract during the twelve (12) months immediately preceding the date on which the claim arose.
15.5 Subject to clause 15.2 and clause 15.3, AW shall not be liable for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract.
15.6 Subject to clause 15.2 and clause 15.3, AW shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the following (whether direct or indirect):
15.6.1 loss of profits;
15.6.2 loss of business;
15.6.3 harm or depletion of goodwill;
15.6.4 loss of opportunity;
15.6.5 loss of savings, discount or rebate;
15.6.6 loss or corruption of data or information; or
15.6.7 pure economic loss.
16. REASONS WE MAY SUSPEND THE SUPPLY OF THE SERVICES TO YOU
16.1 We may have to suspend the supply of the Subscription Services to:
16.1.1 deal with technical problems or make minor technical changes;
16.1.2 update the services to reflect changes in relevant laws and regulatory requirements.
17. YOU RIGHT TO END THE CONTRACT IF YOU ARE A CONSUMER
THIS CLAUSE 17 ONLY APPLIES IF YOU ARE A CONSUMER
17.1 You have 14 days from the date of your order confirmation email to change your mind and cancel your order.
17.2 We will start providing Subscription Services to you from the Commencement Date (and during the 14-day period) and will provide any One-Off Purchase to you immediately after sending you a confirmation email. This will impact your cancellation right as follows:
17.2.1 you lose your right to cancel if you requested a One-Off Purchase and the Content has been made available to you as the services will be fully performed and you will not be entitled to a refund even if the cancellation period has not expired;
17.2.2 if the Subscription Services have not been fully performed, you will be required to pay for Subscription Services we provided up to the time you told us you want to cancel. The amount will be in proportion to the Subscription Services that have been supplied against the subscription period.
17.3 How we will refund you. If you are entitled to a refund under these Terms, we will refund you the Fee you paid for the Subscription Service less the amount described above, by the method you used for payment. However, we will make deductions from the Fee, as described above.
17.4 When the refund will be made. We will make any refunds due to you as soon as possible and no later than 14 days after the day on which you told us you want to cancel.
18. TERM AND TERMINATION
18.1 Subject to clause 9.8.2, the Customer may terminate this Contract at any time on no less than 30 days written notice to AW, if they no longer wish to receive Subscription Services.
18.2 Without prejudice to any other of our rights or remedies, we may suspend the performance of the Subscription Services, or terminate the Contract with immediate effect by giving written notice to you if:
18.2.1 you materially breach of any of the terms of this Contract and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified in writing of the breach;
18.2.2 you fail to pay any amount due under the Contract on the due date for payment.
18.3 On termination of this Contract for any reason:
18.3.1 all licences granted under this Contract shall immediately terminate;
18.3.2 AW shall revoke access of the Customer and each of the Authorised Users to the Subscription Services;
18.3.3 AW may destroy or otherwise dispose of any of the Customer Data in its possession unless AW receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. AW shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees and charges outstanding at the date of termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by AW in returning or disposing of Customer Data; and
18.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
19.1 Each party agrees that it shall:
19.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
19.1.2 maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
19.1.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Contract;
19.1.4 immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organisation or acquires a direct or indirect interest in it (and it warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Contract); and
19.1.5 in the case of the Customer, as soon as reasonably practicable following a request from AW, certify to AW in writing signed by an officer of the Customer, compliance with this clause 19 by the Customer and all persons associated with it under clause 19.2. The Customer shall provide any supporting evidence of compliance as AW may reasonably request.
19.2 For the purpose of this clause 19, the meaning of ‘adequate procedures’ and foreign public official and whether a person is ‘associated with’ another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. For the purposes of this clause 19, a person associated with the Customer includes but is not limited to any Authorised User and subcontractor of the Customer.
20. FORCE MAJEURE
AW shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of AW or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of sub-contractors. AW will use its reasonable endeavours to notify the Customer of such an event and its expected duration.
21.1 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
21.2 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them Is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.3.1 The Customer shall not, without the prior written consent of AW, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
21.3.2 AW may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
21.4 No partnership or agency. Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.5 Third party rights. This Contract is between you and us. It does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.6 Communications between us.
21.6.1 When we refer to “in writing” in these Terms, this includes email.
21.6.2 Any notice required to be given under this Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post or by email to the other party.
21.6.3 Notices may be given and are deemed received:
184.108.40.206 by hand: on receipt of a signature at the time of delivery;
220.127.116.11 by pre-paid first-class or recorded delivery post: at 9.00am on the second Business Day after posting;
18.104.22.168 by email: at the time of transmission, or if sent outside of Normal Business Hours, at 9.00am on the next Business Day.
21.7 Governing law and jurisdiction
21.7.1 If you are a business customer, this Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
21.7.2 If you are a consumer, the laws of England and Wales apply to these terms, although if you are resident elsewhere in the UK you will retain the benefit of any mandatory protections given to you by the laws of the region of the UK in which you live. Any disputes will be subject to the non-exclusive jurisdictions of the English courts. This means that you can choose whether to bring a claim in the courts of England and Wales or the courts of the part of the UK in which you live.