PLEASE READ CAREFULLY

This licence agreement (Licence) is a legal agreement between you or an entity you represent (Licensee or you) and BEAM XR LIMITED of Ye Olde Hundred, Church Way, North Shields, Tyne And Wear, United Kingdom, NE29 0AE (CRN: 15273319)  (Licensor, us or we).

The terms of this Licence apply to your use of Beam XR software development kit which may include APIs, software, plugins, tools, documentation and other materials made available by us to you (collectively, the SDK).

BY DOWNLOADING. INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENCE, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENCE, YOU MAY NOT INSTALL, ACCESS OR USE THE SDK.

We license use of the SDK to you on the basis of this Licence and limitations of access, features, usage and term, and associated payment terms set out on our platform at https://beamxr.io/pricing or superseded by another mutually agreed contract (Contract Details).

If you are agreeing to be bound by this Licence on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Licence. If you do not have the requisite authority, you may not accept this Licence or use the SDK on behalf of your employer or other entity.

This Licence comprises of the conditions set out below and the Contract Details. Where there is any conflict between the Contract Details and the conditions, the Contract Details shall take precedence.

You should print a copy of this Licence for future reference.

1.          Grant and Scope of Licence

1.1       Subject to the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to: (i) install and use the SDK in object form only to develop games, demos and application(s) that communicate and interoperate with SDK (Applications) (ii) use the SDK for your own testing and evaluation (iii) enable you and/or your end users access to our features through your Applications (iv) distribute the SDK in object code form only as a component of the Applications you develop (together the Purpose).

1.2       You may:

1.2.1          access, use and/or install the SDK in accordance with the tiered agreements and associated limitations specified in https://beamxr.io/pricing.

1.2.2          receive and use any free supplementary software code or update of the SDK incorporating “patches” and corrections of errors as may be provided by us from time to time.

1.3       We are not obligated to provide any upgrades or future versions of the SDK. We reserve the right to discontinue offering the SDK, or to modify the SDK at any time, in our sole discretion.

1.4       In the event that we do provide any updates you agree to keep the SDK up to date by installing all such updates, patches, and new versions provided by us as soon as reasonably possible. Failure to update the SDK may result in incompatibility, security vulnerabilities, or reduced functionality, for which we shall bear no responsibility.

1.5       If you are dissatisfied with any aspect of the SDK at any time, your sole and exclusive remedy is to cease using the SDK.

1.6       The Licensee agrees to keep the BeamXR SDK up to date by installing all updates, patches, and new versions provided by BeamXR as soon as reasonably possible.

1.7       Nothing in this Licence gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without our prior written consent.

1.8       You will be required to set up a user account through the registration process to use and access the SDK. Once you have successfully registered, you will be issued one or more unique security keys, secrets, or other credentials (SDK Key). All activities that occur using your SDK Key are your responsibility.

2.          Restrictions

2.1       You undertake:

2.1.1          that all information you provide to us when registering an account is true and accurate.  It is your responsibility to ensure the information in your account is updated with any relevant changes.

2.1.2          not to share your login details and SDK Key with any third party, to keep the login details and SDI Key secure and use the SDK Key as the sole means of accessing the SDK;

2.1.3          not to copy the SDK except where such copying is incidental to normal use of the SDK, or where it is necessary for the purpose of back-up or operational security;

2.1.4          not to sell, rent, lease, sub-license, assign, loan, translate, merge, adapt, vary, modify   disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the SDK except for modifications necessary for the operation of the SDK within your Application(s), provided that such modifications remain internal and are not distributed separately from your Application(s);

2.1.5          not to distribute the SDK (other than the incorporation of distributable elements of the SDK in the Application(s) developed by you  in accordance with the terms of this Licence);

2.1.6          not to allow the SDK to become the subject of any charge, lien or encumbrance;

2.1.7          not to exceed the usage thresholds specified in the Contract Details, without making the relevant payment in advance;

2.1.8          to keep all copies of the SDK secure and to maintain accurate and up-to-date records of the number and locations of all copies of the SDK;

2.1.9          not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK;

2.1.10        not to use the SDK in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Rights or other right of any person, or that breaches any applicable law;

2.1.11        not to access or use all or any part of any the SDK to build a product and/or service which competes with the SDK or the goods or services provided by us (or any part of it);

2.1.12        not to commercially exploit, sell or license any part of the SDK;

2.1.13        to comply with all applicable technology control or export laws and regulations;

2.1.14        not to directly or indirectly use the SDK, or permit the SDK to be used, to store, distribute, transmit or use in any other way content or material which:

(a)        is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)        facilitates or promotes illegal activity;

(c)         promotes unlawful violence or any form of abuse;

(d)        is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(e)        is otherwise illegal or causes damage or injury to any person or property or could reasonably be seen to do so.

2.1.15        not to use the SDK for any other purpose aside from the Purpose as stated in this Licence and in the Contract Details;

2.1.16        not use the SDK to create, develop, or use any program, software, or service which contains any viruses, Trojan horses, worms, logic bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; and

2.1.17        to supervise and control use of the SDK and ensure that the SDK is used by your employees and representatives in accordance with the terms of this Licence.

2.2       You warrant that you are not:

2.2.1          listed on, owned or controlled (directly or indirectly) by, or acting on behalf of a person listed on any sanctions list issued or maintained by:

(a)        the United Kingdom’s Office of Financial Sanctions Implementation,

(b)        the United Nations Security Council,

(c)         or any other relevant sanctions authority applicable to the Licensee or its business operations (Sanctions List);

2.2.2          resident, domiciled, or located in, or incorporated under the laws of, any country or territory that is subject to general financial, trade, or investment restrictions under any sanctions law or regulation (Sanctioned Territory).

2.2.3          You shall not, directly or indirectly, use the SDK, or permit the SDK to be used:

(a)        by or for the benefit of any person listed on a Sanctions List;

(b)        in any Sanctioned Territory; or

(c)         in any manner that would cause us to be in breach of any applicable sanctions laws or regulations (Sanctions).

2.2.4          You shall promptly notify us if you become aware that you or any party involved in your use of the SDK is:

(a)        identified as a sanctions target by any relevant authority;

(b)        subject to any investigation, inquiry, or enforcement action related to Sanctions; or

(c)         engaged in any conduct that could reasonably be expected to result in a breach of Sanctions.

2.2.5          You warrant that you have implemented and maintain adequate policies, procedures, and controls designed to ensure compliance with Sanctions.

2.3       Without prejudice to our other rights and remedies under this Licence, should you use the SDK other than as specified in this condition 2 without our prior written consent, we may, in our sole discretion:

2.3.1          terminate this Licence, or suspend your access and use to the SDK, with immediate effect; and/or

2.3.2          require you to pay, for broadening the scope of the licences granted under this Licence to cover the unauthorised use, an amount equal to the fees which we would have levied (in accordance with our normal commercial terms then current) had we licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in condition 7.4, from such date to the date of payment.

2.4       We shall be entitled to suspend your access to, and use of, the SDK under condition 2.3.1 until such time as the breach is remedied to our reasonable satisfaction, which may include (where payment is required under condition 2.3.2) until we have received that payment in cleared funds from you.

2.5       You shall monitor the use of the SDK for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this Licence, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.

2.6       You agree that if you use the SDK to develop Applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Application, and you must provide legally adequate privacy notice and protection for those users.

3.          Intellectual Property Rights

3.1       You acknowledge that all Intellectual Property Rights in the SDK anywhere in the world belong to us, that rights in the SDK are licensed (not sold) to you, and that you have no rights in, or to, the SDK other than the right to use them in accordance with the terms of this Licence and the Contract Details.

3.2       Intellectual Property Rights shall mean patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

3.3       All rights, title and interest in any technical or other information regarding the SDK you provide to us (including but not limited to reporting errors, or making suggestions for improvements or changes to the SDK) (Feedback) shall vest in us on creation. In consideration of us allowing you to use our SDK, you hereby assign to us absolutely with full title guarantee all right, title and interest in and to the Feedback including:

3.3.1          the entire copyright and all other rights in the nature of copyright subsisting in the Feedback;

3.3.2          any database right subsisting in the Feedback;

3.3.3          all other rights in the Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which you are now, or at any time after the date of this Licence may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world;

in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this Licence.

3.4       You shall promptly execute and deliver such documents and perform such acts as may be required in order to give effect to or perfect any assignment referred to in condition 3.3.

3.5       You will promptly notify us if you become aware of any infringement of any Intellectual Property Rights in the SDK and will fully co-operate with us in any legal action taken by us to enforce our Intellectual Property Rights.

4.          THIRD PARTY APPLICATIONS

4.1       If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that we are not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that we are not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.

4.2       You should be aware the data, content, and resources presented to you through such a third party application may be protected by Intellectual Property Rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

4.3       You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this Licence does not affect your legal relationship with these third parties.

5.          Limited Warranty

5.1       We warrant that the SDK will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the documents supplied in the SDK (Documents).

5.2       The warranty at condition 5.1 shall not apply to the extent of any non-conformance which is caused by use of the SDK contrary to our instructions, or modification or alteration of the SDK by any party other than us or our duly authorised contractors or agents. If the SDK does not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the warranty set out in condition 5.1.

5.3       We do not warrant that:

5.3.1          your use of the SDK will be uninterrupted or error-free;

5.3.2          the SDK will meet your requirements;

5.3.3          the SDK will be free from viruses or other vulnerabilities.

5.4       We are 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 you acknowledges that the SDK may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.5       All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

6.          Limitation of Liability

6.1       You acknowledge that the SDK has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the SDK meet your requirements.

6.2       We only supply the SDK for internal use by your business, and you agree not to use the SDK for any re-sale purposes.

6.3       We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

6.3.1          loss of profits, sales, business, or revenue;

6.3.2          business interruption;

6.3.3          loss of anticipated savings;

6.3.4          wasted expenditure;

6.3.5          loss or corruption of data or information;

6.3.6          loss of business opportunity, goodwill or reputation;

(where any of the losses set out in condition 6.3.1 to condition 6.3.6 are direct or indirect); or

6.3.7          any special, indirect or consequential loss, damage, charges or expenses.

6.4       Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Licence Fee received by us from you in the previous three months preceding the date on which the claim arose. This maximum cap does not apply to condition 6.5.

6.5       Nothing in this Licence shall limit or exclude our liability for:

6.5.1          death or personal injury resulting from our negligence;

6.5.2          fraud or fraudulent misrepresentation;

6.5.3          any other liability that cannot be excluded or limited by English law.

6.6       You shall be solely responsible for (and we shall have no responsibility to you or any third party): (i) any data, content, or resources that you create, transmit or display  and which are developed by you by use of the SDK; (ii) any deficiencies in the Application(s); (iii) any breach of your obligations under this Licence, or any applicable law or regulation; or (iv) for any loss or damage on a full indemnity basis we may suffer as a result of any such breach.

6.7       The SDK may include or be bundled with other software programs licensed under different terms, including open-source software. We are not responsible for any third-party software and shall have no liability for your use of such third-party software. Any third party or open-source software used in the SDK is subject to the specific terms of such software.

6.8       This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the SDK.

7.          Charges and Payment

7.1       As consideration for use of the SDK, you shall pay the charges to us in accordance with this condition 7 and the Contract Details. The charges may consist of an initial licence fee (Initial Licence Fee) and a recurring monthly licence fee (Monthly Licence Fee) or an annual licence fee (Annual Licence Fee), together with usage fees, feature access fees or bespoke development fees as set out in the Contract Details (together the Licence Fees).

7.2       For experiences on the free tier, the SDK is provided without charge and subject to the usage limitations, feature restrictions, and storage limits specified in this Licence and Contract Details. Upgrading from a free tier to a paid tier will result in Licence Fees being payable, effective immediately upon the upgrade.

7.3       The Effective Date of this Licence shall be the date on which you accept its terms. You shall upon acceptance of the terms of this Licence on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

7.3.1          your credit card details to us, you hereby authorise us to bill such credit card:

(a)        on the Effective Date for the Initial Licence Fee payment; and

(b)        subsequently , either:

(i)          monthly, on the same calendar day of each month as the Effective Date (or the next business day if that day is not a business day), for the Monthly Licence Fees); or

(ii)         annually, at least 30 days prior to each anniversary of the Effective Date, for the Annual Licence Fee; or

(iii)       in accordance with any other terms specified in the Contract Details;

7.3.2          your approved purchase order information to us, we shall invoice you

(a)        on the Effective Date for the Initial Licence Fee; and

(b)        subsequently, either:

(i)          monthly, at least 30 days prior to each calendar month for the Monthly Licence Fee;

(ii)         annually, at least 30 days prior to each anniversary of the Effective Date, for the Annual Licence Fee; or

(iii)       in accordance with any other terms specified in the Contract Details;

and you shall pay each invoice within 30 days after the date of such invoice.

 

7.4       If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:

7.4.1          we may, on no less than 5 Business Days’ notice to you and without liability to you, disable your password, account and/or access to all or part of the SDK and we shall be under no obligation to provide any or all of the SDK while the Licence Fees remain unpaid; and

7.4.2          interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.5       All amounts and fees stated or referred to in this Licence:

7.5.1          shall be payable in pounds sterling;

7.5.2          are non-cancellable and non-refundable;

7.5.3          are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

7.6       If, at any time whilst using the SDK, you exceed the amount of storage space or usage limitations specified in the Contract Details, we shall charge you, and you shall pay, our then current excess storage or usage fees. Our excess storage and usage fees current as at the Effective Date are set out in the Contract Details.

7.7       We shall be entitled to increase the Licence Fees including without limitation the excess storage and/or usage fees payable at any time during the Subscription Term and you shall have the right to terminate the Licence.

8.          Term AND Termination

8.1       Term and Termination shall be in accordance with the chosen tier.

8.2       Free Tier: The Licence shall commence on the Effective Date and shall continue unless:

8.2.1          either party closes or deletes the account and access to the SDK at any time; or

8.2.2          otherwise terminated in accordance with this Licence;

and such period shall constitute the Subscription Term.

8.3       Paid Tier: This Licence shall commence on the Effective Date and shall continue for the specified initial subscription term (Initial Subscription Term) and, thereafter, this License shall be automatically renewed for successive periods equal to the Initial Subscription Term (each a Renewal Period) unless:

8.3.1          either party notifies the other party of termination, in writing, at least [14] days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

8.3.2          otherwise terminated in accordance with this Licence;

and the Initial Subscription Term and the Renewal Period together shall be known as the Subscription Term.

8.4       To the extent that you choose to cancel your subscription early at your convenience, we will not provide any refunds of prepaid fees or unused Licence Fees, and you will promptly pay all unpaid fees due to the end of the Subscription Term.

8.5       We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

9.          CONSEQUENCES OF TERMINATION

9.1       On termination of this Licence for any reason:

9.1.1          all rights granted to you under this Licence shall cease;

9.1.2          you must immediately cease all activities authorised by this Licence;

9.1.3          you shall immediately pay to us any sums due to us under this Licence; and

9.1.4          you must immediately and permanently delete or remove the SDK from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the SDK then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

10.       Confidentiality

10.1    Confidential Information means all confidential information (however recorded or preserved) disclosed by us or our Representatives (as defined below) to you and your Representatives whether before or after the date of this Licence in connection with the Licence, the SDK, including but not limited to:

10.1.1        the existence and terms of this Licence or any agreement entered into in connection with this Licence;

10.1.2        any information that would be regarded as confidential by a reasonable business person relating to:

(a)        our business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities (or of any member of the group of companies to which our business belongs); and

(b)        our operations, processes, product information, know-how, designs, trade secrets or software (or of any member of the group of companies to which our business belongs); and

(c)         any information developed by us and you in the course of carrying out this Licence;

10.1.3        Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

10.2    The provisions of these conditions shall not apply to any Confidential Information that:

10.2.1        is or becomes generally available to the public (other than as a result of its disclosure by us or our Representatives in breach of this condition);

10.2.2        was available to you on a non-confidential basis before disclosure by us;

10.2.3        was, is or becomes available to you on a non-confidential basis from a person who, to the best of your knowledge, is not bound by a confidentiality agreement with us  or otherwise prohibited from disclosing the information to you; and

10.2.4        we agree in writing is not confidential or may be disclosed.

10.3    You shall keep our Confidential Information secret and confidential and shall not:

10.3.1        use such Confidential Information except for the purpose of exercising or performing your rights and obligations under or in connection with this Licence (Permitted Purpose); or

10.3.2        disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 10.

10.4    You may disclose our Confidential Information to your Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

10.4.1        you inform such Representatives of the confidential nature of the Confidential Information before disclosure; and

10.4.2        at all times, you are responsible for such Representatives’ compliance with the confidentiality obligations set out in this condition.

10.5    You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, you give us as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this condition 10.5, you take into account our reasonable requests in relation to the content of the disclosure.

10.6    A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

10.7    Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this condition are granted to the other party, or to be implied from this Licence.

10.8    On termination or expiry of this Licence, you shall:

10.8.1        destroy or return to us all documents and materials (and any copies) containing, reflecting, incorporating or based on our Confidential Information;

10.8.2        erase all of our Confidential Information from computer and communications systems and devices used by you, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

10.8.3        certify in writing to us that you has complied with the requirements of this condition, provided that you may retain documents and materials containing, reflecting, incorporating or based on our Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

10.9    You shall not make, or permit any person to make, any public announcement concerning this Licence without our prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.10  Except as expressly stated in this Licence, we make no express or implied warranty or representation concerning our Confidential Information.

10.11  The above provisions of this condition 10 shall continue to apply after termination or expiry of this Licence.

11.       AUDIT

11.1    We, or our Representatives, may physically or remotely monitor and audit your use of the SDK to ensure you are complying with the terms of this Licence. Such audit may include an audit to verify the name and password of each user or account created.

11.2    If the audit referred to in condition 11.1 reveals that the SDK has been used or accessed other than in accordance with this Licence or the Contract Details, then, without prejudice to ours other rights, we shall promptly disable such access and use and we shall be entitled to revoke any existing passwords, or not issue any new passwords, to any user so implicated in the unauthorised use or access.

12.       Communications Between Us

12.1    If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your account registration of the SDK.

12.2    Note that any notice:

12.2.1        given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

12.2.2        given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

12.2.3        In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

13.       Events Outside Our Control

13.1    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 13.2.

13.2    An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

13.3    If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

13.3.1        our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

13.3.2        we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

14.       Other Important Terms

14.1    We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

14.2    You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

14.3    This Licence, the Contract Details any document expressly referred to in both constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

14.4    You acknowledge that in entering into this Licence you do 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 Licence or any document expressly referred to in it.

14.5    You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

14.6    A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.7    A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.8    Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

14.9    This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Last Update: 13th February 2025