Please read these terms carefully.

This agreement is a legal agreement between you and Business Blocs Ltd trading as Bizblocs (“Bizblocs“), a company registered in England and Wales with company number 10240867.

  • Bizblocs has developed software applications and platforms which it makes available to subscribers via the internet for the purpose of business management.
  • You wish to use the Bizblocs’ Service in your business operations.
  • Bizblocs has agreed to provide and you agree to take and pay for the Bizblocs’ Service subject to the terms and conditions of this agreement.

It is agreed as follows:

  • Interpretation
    • The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users your employees, agents and independent contractors of you who are authorised by you to use the Services and the Documentation, as further described in clause 2.2.4;
Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7;
Data the data inputted by you, Authorised Users, or Bizblocs on your behalf for the purpose of using the Services or facilitating your use of the Services;
Documentation the document made available to you by Bizblocs online via www.bizblocs.co.uk or such other web address notified by Bizblocs to you from time to time which sets out a description of the Services and the user instructions for the Services;
Effective Date the date of this agreement;
Fee Schedule https://www.bizblocs.co.uk/pricing/;
Initial Subscription Term the initial term of this agreement being monthly;
Services the subscription services provided by Bizblocs to you under this agreement via www.bizblocs.co.uk or any other website notified to you by Bizblocs from time to time, as more particularly described in the Documentation;
Software the online software applications provided by Bizblocs as part of the Services;
Subscription Fees the subscription fees payable by you to Bizblocs for the User Subscriptions, as set out in the fee schedule;
Subscription Term has the meaning given in clause 13.1;
Support Services Policy Bizblocs’ policy for providing support in relation to the Services as made available at www.bizblocs.co.uk or such other website address as may be notified to you from time to time;
User Subscriptions the user subscriptions purchased by you pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement;
Virus any thing or 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.
  • A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
  • A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
  • User subscriptions
    • Subject to you purchasing the User Subscriptions in accordance with clause 3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Bizblocs hereby grants to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.
    • In relation to the Authorised Users, you undertakes that:
      • the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
      • it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
      • each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than [MONTHLY] and that each Authorised User shall keep his password confidential;
      • it shall maintain a written, up to date list of current Authorised Users and provide such list to Bizblocs within 10 Business Days of Bizblocs’ written request at any time or times;
      • it shall permit Bizblocs to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Bizblocs’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
      • if any of the audits referred to in clause 2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Bizblocs’ other rights, you shall promptly disable such passwords and Bizblocs shall not issue any new passwords to any such individual; and
      • if any of the audits referred to in clause 2.5 reveal that you has underpaid Subscription Fees to Bizblocs, then without prejudice to Bizblocs’ other rights, you shall pay to Bizblocs an amount equal to such underpayment as calculated in accordance with the prices set out in the Fee Schedule within [10] Business Days of the date of the relevant audit.
    • You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • depicts sexually explicit images;
      • promotes unlawful violence;
      • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • is otherwise illegal or causes damage or injury to any person or property,

and Bizblocs reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

  • You shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
      • 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 Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
    • use the Services and/or Documentation to provide services to third parties; or
    • subject to clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
    • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
  • You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Bizblocs.
  • The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any of your subsidiaries or holding companies.
  • Additional user subscriptions
    • Your Bizblocs subscription is valid for up to 25 users. If you wish to add additional subscribers you will need to contact Bizblocs to discuss an Enterprise subscription
  • Services
    • Bizblocs shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of this agreement.
    • Bizblocs shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      • planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
      • unscheduled maintenance performed outside Normal Business Hours, provided that Bizblocs has used reasonable endeavours to give you at least [[6] Normal Business Hours’] notice in advance.
    • Bizblocs will, as part of the Services [and at no additional cost to you OR and in consideration of the support fees set out in the Fee Schedule], provide you with Bizblocs’ standard customer support services.
  • Data
    • You shall own all right, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
    • Bizblocs shall follow its archiving procedures for the Data as set out in its Back-Up Policy available by submitting a written request to the company registered address. This document may be amended by Bizblocs in its sole discretion from time to time. In the event of any loss or damage to the Data, your sole and exclusive remedy shall be for Bizblocs to use reasonable commercial endeavours to restore the lost or damaged the Data from the latest back-up of such the Data maintained by Bizblocs in accordance with the archiving procedure described in its [Back-Up Policy]. Bizblocs shall not be responsible for any loss, destruction, alteration or disclosure of the Data caused by any third party (except those third parties sub-contracted by Bizblocs to perform services related to the Data maintenance and back-up).
    • If Bizblocs processes any personal data on your behalf when performing its obligations under this agreement, the parties record their intention that you shall be the data controller and Bizblocs shall be a data processor and in any such case:
      • you warrant that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and Bizblocs’ other obligations under this agreement;
      • you warrant that you are entitled to transfer the relevant personal data to Bizblocs so that Bizblocs may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
      • you warrant that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      • Bizblocs shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
      • each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
    • Supplier’s obligations
      • Bizblocs undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
      • The undertaking at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Bizblocs’ instructions, or modification or alteration of the Services by any party other than Bizblocs or Bizblocs’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Bizblocs will, at its own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, Bizblocs:
        • does not warrant that your use of the Services will be uninterrupted or error-free or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
        • 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 you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
      • This agreement shall not prevent Bizblocs from entering into similar agreements with third parties or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
      • Bizblocs warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
    • Your obligations
      • You shall:
        • provide Bizblocs with:
          • all necessary co-operation in relation to this agreement; and
          • all necessary access to such information as may be required by Bizblocs;

in order to provide the Services, including but not limited to the Data, security access information and configuration services;

  • comply with all applicable laws and regulations with respect to its activities under this agreement;
  • carry out all your other responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Bizblocs may adjust any agreed timetable or delivery schedule as reasonably necessary;
  • ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for Bizblocs, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  • ensure that its network and systems comply with the relevant specifications provided by Bizblocs from time to time; and
  • be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Bizblocs’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  • Charges and payment
    • You shall pay the Subscription Fees to Bizblocs for the User Subscriptions in accordance with this clause 8 and the Fee Schedule.
    • On the Effective Date you shall provide to Bizblocs valid, up-to-date and complete credit card details or approved purchase order information acceptable to Bizblocs and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
      • your credit card details to Bizblocs, you hereby authorise Bizblocs to bill such credit card:
        • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
        • subject to clause 1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
      • your approved purchase order information to Bizblocs, Bizblocs shall invoice you:
        • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
        • subject to clause 1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

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

  • If Bizblocs has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of Bizblocs:
    • Bizblocs may, without liability to you, disable your password, account and access to all or part of the Services and Bizblocs shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • All amounts and fees stated or referred to in this agreement:
    • shall be payable in pounds sterling;
    • are, subject to clause 3.2, non-cancellable and non-refundable;
    • are exclusive of value added tax, which shall be added to Bizblocs’ invoice(s) at the appropriate rate.
  • If, at any time whilst using the Services, you exceed the amount of disk storage space specified in the Documentation, Bizblocs shall charge you, and you shall pay, Bizblocs’ then current excess data storage fees. Bizblocs’ excess data storage fees current as at the Effective Date are set out in the Fee Schedule.
  • Bizblocs shall be entitled to increase the Subscription Fees upon 90 days’ prior notice to you and the Fee Schedule shall be deemed to have been amended accordingly.
  • Proprietary rights
    • You acknowledge and agree that Bizblocs and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    • Bizblocs confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  • Confidentiality
    • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
      • is or becomes publicly known other than through any act or omission of the receiving party;
      • was in the other party’s lawful possession before the disclosure;
      • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      • is independently developed by the receiving party, which independent development can be shown by written evidence.
    • Subject to clause 4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
    • 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 agreement.
    • A party 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, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Bizblocs’ Confidential Information.
    • Bizblocs acknowledges that the Data is your Confidential Information.
    • No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), 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.
    • The above provisions of this clause 10 shall survive termination of this agreement, however arising.
  • Indemnity
    • You shall defend, indemnify and hold harmless Bizblocs against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation.
    • Bizblocs shall defend you, your officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
      • Bizblocs is given prompt notice of any such claim;
      • you provide reasonable co-operation to Bizblocs in the defence and settlement of such claim, at Bizblocs’ expense; and
      • Bizblocs is given sole authority to defend or settle the claim.
    • In the defence or settlement of any claim, Bizblocs may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on [2] Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
    • In no event shall Bizblocs, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
      • a modification of the Services or Documentation by anyone other than Bizblocs; or
      • your use of the Services or Documentation in a manner contrary to the instructions given to you by Bizblocs; or
      • your use of the Services or Documentation after notice of the alleged or actual infringement from Bizblocs or any appropriate authority.
    • The foregoing and clause 3.2 states your sole and exclusive rights and remedies, and Bizblocs’ (including Bizblocs’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.]
  • Limitation of liability
    • Except as expressly and specifically provided in this agreement:
      • you assume sole responsibility for results obtained from the use of the Services and the Documentation and for conclusions drawn from such use. Bizblocs shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Bizblocs by you in connection with the Services, or any actions taken by Bizblocs at your direction;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
      • the Services and the Documentation are provided to you on an “as is” basis.
    • Nothing in this agreement excludes the liability of Bizblocs for:
      • death or personal injury caused by Bizblocs’ negligence; or
      • fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 12.2:
      • Bizblocs shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      • Bizblocs’ total aggregate liability in contract (including in respect of the indemnity at clause 2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
    • Term and termination
      • This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period“), unless:
        • either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
        • otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“.

  • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
    • the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
    • the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
    • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
    • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
    • the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
    • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;
    • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.4 to clause 13.2.10 (inclusive);
    • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  • On termination of this agreement for any reason:
    • all licences granted under this agreement shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;
    • each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
    • Bizblocs may destroy or otherwise dispose of any of the Data in its possession unless Bizblocs receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of the Data. Bizblocs shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Bizblocs in returning or disposing of the Data; and
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  • Force majeure

Bizblocs shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Bizblocs 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 suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

  • Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Fee Schedule, the provisions in the main body of this agreement shall prevail.

  • Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  • Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

  • Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  • Severance
    • If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • Entire agreement
    • 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.
    • 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.
    • Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    • Nothing in this clause shall limit or exclude any liability for fraud.
  • Assignment
    • You shall not, without the prior written consent of Bizblocs, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    • Bizblocs 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 this agreement.
  • No partnership or agency

Nothing in this agreement 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).

  • Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  • Notices
    • Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
    • A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
  • Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  • Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).