Terms & conditions

These Terms of Use (“Terms”), together with the terms of any order forms or subscription forms, form a contract (“Contract”) based on which property investors, individuals (who have the legal authority or permission to do so), landlords, sole traders, developers or anyone else (“Users”, “you” or “your”) may use the platform at app.propertygambit.co.uk, including its features and functionalities (“Platform”) to analyse property deals and store these in one central location and use other features and services made available on the Platform from time to time (jointly the “Services”).

You should read these Terms carefully before using the Platform or our Services. If you do not agree with these Terms please do not use the Platform. By using the Platform, you indicate that you accept these Terms and that you agree to abide by them. It is recommended that you print a copy of these Terms for your future reference. These Terms were published on 25 February 2021.

1. Information about us

Property Gambit is operated by Highline Property Ltd (“Provider”, “we”, “us” or “our”). We are registered in England and Wales under company number 10635200.

2. Accessing our website

You may access our website but we reserve the right to withdraw or amend the service that we provide on our website without notice. We may also suspend access to the website or close it indefinitely at any time. We may restrict access to the website or some parts of it to users who have registered with us. We will not be liable if for any reason the website is unavailable at any time or for any period.

3. Using the Platform

3.1. You must be at least 18 years old to use the Platform.

3.2. You must treat any password or user identification code that we provide to you as confidential and must not disclose it to anyone else. You are responsible for all activities that occur on or in connection with your Platform account and you agree to notify us immediately of any unauthorized access or use of your Platform account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Platform account.

3.3. The content we make available to you (including any information, calculations, analysis, predictions, indications, and other material, whether on our website, on the Platform, or as part of the Services we provide to you) is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content we provide to you.

3.4. You acknowledge that the provision of the Services on the Platform does not:

3.4.1. constitute any advice, solicitation, offer, endorsement, commitment or recommendation on behalf us to rent, let or sell any property;

3.4.2. represent or constitute a substitute for your own investigation, assessment or consultation for legal, professional or investment advice. You should not make any decision concerning the sale or purchase of property without having obtained prior advice from a qualified expert; and

3.4.3. represent or constitute any warranty or representation from us in connection with the good standing, profitability or suitability of any property.

3.5. Although we make reasonable efforts to maintain accuracy of any content (including third-party content) we make available to you and update it, we make no representations, warranties or guarantees, whether express or implied, that it is accurate, complete, up to date, or appropriate for your intended purpose. We shall not be obliged to carry out any monitoring or control on the content and information received from or provided to Users through the Platform. We disclaim all liability and responsibility arising from any reliance placed on such content by any user of the Platform, or by anyone who may be informed of any of its contents.

3.6. Our website and the Platform may include information and materials uploaded by other Users, including individual posts or comments, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other Users on our website do not represent our views or values.

3.7. Where you use the Platform to receive requests from Users and communicate with them we do no monitor and take no responsibility for any communication between you and other Users, or for any delays in such communication.

3.8. You must not give the impression (directly or indirectly) that the Material you make available on our Platform has been endorsed by Us, where this is not the case.

3.9. You may only make content or Material available on our Platform in accordance with these Terms. We reserve the right to remove any content or Material from our Platform at any time for any reason without any notice to you.

3.10. Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those websites or resources.

3.11. You may link to the Platform’s home page, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not link to the Platform in any way which would suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you.

3.12. You may cancel your Platform account at any time in your account settings or by contacting a member of our team at info@propertygambit.co.uk. We reserve the right to terminate access to our Platform to any person, including you, at any time, for any reason, at our sole discretion. If you breach any of these Terms, your permission to use our Platform automatically terminates.

3.13. If you breach the Contract we take any one or more of the following actions:

3.13.1. we may require you to indemnify us in accordance with these Terms;

3.13.2. we may initiate legal proceedings against you; or

3.13.3. we may request that you pay us a contractual penalty amounting to £100 or an amount equal to the amount of damages or hardship we suffer in connection with or as a result of such breach, whichever is higher, which you agree to pay to us by continuing to use the Platform.

This clause 3.14 is in addition to and does not replace our right to be indemnified in accordance with section 14.

4. Free trial

4.1. If we offer and you accept a free trial of the Services, we will make the Services available to you on a trial basis free of charge until the end of the specified free trial period. We may notify you of additional terms and conditions applicable to a free trial and you accept such terms and conditions shall be legally binding.

4.2. You agree and acknowledge that all your data and settings may be deleted at the end of a free trial unless you purchase a paid subscription to our Services.

4.3. You agree and acknowledge that during a free trial any Services are provided “as-is” and without any warranty and we may at our sole discretion terminate a free trial at any time.

5. Services

5.1. In consideration of Service Fee payable in accordance with clause 11, we grant you a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit you to access the Platform and use the Services for the purpose of appraising property deals, using information we provide to you as part of our providing of the Services, and communicating with us or other Users, for the term set out in the Contract or in your user account. The grant of this right and licence is subject to your compliance with the Contract.

5.2. To enable us to provide the Services, you grant us a non-exclusive right and licence to copy, exploit, process, store, transmit and use your data saved on the Platform solely to the extent necessary to provide the Services.

5.3. You shall be solely responsible for your use of the Services and/or Platform. In using the Services or the Platform, you must always exercise due care and diligence as well as reasonable judgement and comply with all relevant laws and regulations, as well as with any documentation, requirements or policies we communicate to you. You must comply with all obligations and mandatory instructions applicable to you in connection with the Services as set out in these Terms.

5.4. In addition to the timely payment of our invoices, you are responsible for:

5.4.1. ensuring that your systems and equipment are and remain in line with the minimum set-up or requirements communicated by us from time to time;

5.4.2. immediately notifying us of all changes to the data provided at the time of entering into the Contract and for always keeping your user account details complete, correct and up-to-date;

5.4.3. notifying us of any improper use, being understood that in such event, we may suspend (a) the provision of the Services to you and (b) your access to the Platform until the deactivation and/or cancellation of your access details and the attribution of new access details to you; and

5.4.4. the data and information you provide to us, its reliability, accuracy, authenticity and completeness, and more specifically, when carrying out a procedure or acts on behalf of a third party.

6. Specific terms about property listings

6.1. The specific terms set out in this clause 6 apply in addition to the remaining provisions set out in these Terms.

6.2.3. to help us understand market share information by office and area;

6.2.5. to create and display analytics reports;

6.3. We will generally not use the details you provide to us in adding and manging any property listings to:

6.3.1. sell the details to other users and third parties;

6.3.5. sell or offer to sell the following ancillary services to your listings: mortgages; conveyancing; removal services; cleaning services; electricity; gas service or billing provision; and renovation or building services.

7. Acceptable use

7.1. You may use the Platform for lawful purposes only.

7.2. You agree not to:

7.2.1. use the Platform if your use breaches any applicable law or regulation whether local, national or international;

7.2.2. use the Platform if your use is unlawful or fraudulent;

7.2.3. store, access, publish, disseminate, distribute or transmit via the Platform any material which 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;

7.2.5. to knowingly introduce or transmit viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;

7.2.6. gain, or attempt to gain, unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform;

7.2.7. attack the Platform via a denial-of-service attack or a distributed denial-of service attack or do anything that could disable or impair the Platform; or

7.2.8. access all or any part of the Platform or Services in order to build a product or service which competes with our Services.

7.3. All material which you make available on our Platform must be accurate (where it states facts), be genuinely held (where it states opinions), and comply with the law applicable in England and Wales and in any country from which it is posted.

7.4. If you breach any provisions of the Computer Misuse Act 1990 you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

8. Updates, upgrades, maintenance and support

8.1. We may, from time to time, make changes to the Services to:

8.1.1. improve, update or upgrade existing functionality or Services;

8.1.2. introduce new functionality or Services;

8.1.3. reflect changes to technology or market practice; or

8.1.4. ensure that the Services remain compliant with all applicable laws, legal obligations or regulations.

Any such changes shall not result in a material degradation in the Services for the duration of the initial Contract term. 

9. Availability of the Services

9.1. The Services are designed to be available 24 hours a day, seven days a week, subject to any emergency or scheduled maintenance. We shall use reasonable endeavours to give you advance notice of any emergency maintenance.

9.2. We shall not be 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. The Services may be supported by and made available using third-party services and infrastructure. You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such third-party communications facilities.

9.3. We may, without prejudice to any other rights or remedies available to us, suspend your access to, or use of, the Platform or Services, in whole or in part immediately on notice to you if:

9.3.1. you have failed to pay any amounts due to us;

9.3.2. you are otherwise in breach of your obligations under the Contract;

9.3.3. there is an attack on the Platform or Services used by you or if your data is accessed or manipulated by a third party without your consent;

9.3.4. we are required by applicable law to suspend your access to, or use of, the Platform or Services; or

9.3.5. we reasonably believe that the suspension of the Platform or Services is necessary to protect the infrastructure, network or the use of the Platform or Services by Users because of a threat to the security, integrity or use of the Platform or Services.

9.4. We shall use reasonable endeavours to re-establish or permit access to the Platform or Services as soon as possible following our determination that the cause of the suspension has been resolved.

9.5. We shall have no liability whether under these Terms or at law to you for any exercise of our rights pursuant to this clause.

10. Fees and payment

10.1. You agree to pay us a fee (“Service Fee”) for the right to use the Services on our Platform.

10.2. A Service Fee may be calculated and charged as a subscription for a specified period of time. Upon its expiry, we may automatically renew your subscription and you agree to pay us the respective Service Fee (or subscription). You may review and cancel your subscription in your user account. You accept that we are under no obligation to issue any refunds for subscriptions which have commenced, in particular automatically renewed subscriptions which you have failed to cancel. You may cancel a subscription by notifying us in writing (including email) at least 14 calendar days before the end of your subscription. If the 14-days’ notice period extends into the following subscription period you agree to pay us the Service Fee (or subscription) for that period in full.

10.3. All payments must be made within 24 hours of placing the order using valid payment cards. All payments to us will be handled by third-party payment providers. You acknowledge that we do not operate, own, or control the payment providers. Your use of payment cards is governed by separate agreements with the respective payment providers.

10.4. Any and all refund requests should be made through the respective payment provider. Once received, we may take up to 30 calendar days to process a refund request. If approved, the refund will be made within further 30 business days. We do not charge any fees for the processing of refund requests but may deduct the payment provider and card issuer charges applied initially.

10.5. Notwithstanding any other provisions of these Terms, we reserve the right (but are under no obligation) to block access to your user account if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Platform for any reason. We will not be liable for any loss of profits, anticipated savings, business opportunity, or goodwill. We also reserve the right at any time to change our fees and payment procedures. We have the sole discretion to determine how billing disputes between us will be resolved.

10.6. You may not withhold payment of any sum by reason of any set-off of any claim or dispute with us whether relating to the quality or performance of the Services or otherwise.

11. Intellectual property rights

11.1. We are the owner or the licensee of all intellectual property rights in the Platform and any Services. You must not use any part of the Platform or the Services for commercial purposes without our prior written approval or that of our licensors.

11.2. You must not modify the paper or digital copies of any content you have printed off or downloaded from the Platform in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

11.3. Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged.

11.4. You must not use any part of the content on our website or on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

11.5. If you print off, copy or download any part of our website or the Platform in breach of these Terms, your right to use Platform or Services will cease immediately and you must, at our option, return or destroy any copies of the content you have made.

11.6. You are the holder of rights in any Material you make available on the Platform. When you make available Material on the Platform, you grant us a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, non-revocable license to use, reproduce, distribute, and publicly display that material, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

11.7. Where you provide to us your input, comments or suggestions, regarding our business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of the Platform, Services, any software, or products we offer (collectively “Feedback”), you grant to us a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.

12. Limitation of liability

12.1. We shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any other indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by any User in connection with the Platform and our Services, or in connection with the use, inability to use, or results of the use of the Platform, our Services, any websites linked to and any materials posted.

12.2. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform and/or our Services or to your downloading of any content posted on it, or on any website linked to it.

12.3. The Platform and the Services are provided to you on an “as is” basis. We shall have no responsibility or liability for the availability or reliability of the Platform or Services (including but not limited to any information, calculations, analysis, predictions, indications, and other material we provide as their part) or their ability to meet your requirements. You assume sole responsibility for results obtained from the use of the Platform and Services and outcomes of the Services and for any conclusions drawn from such use.

12.4. We shall not be responsible for verifying that any information or content is accurate, complete, correct or necessary.

12.5. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data and content. We shall have no responsibility or liability for the storage, availability or deletion of any of your data or other content stored on the platform, nor for any transmission of such data or content.

12.6. We shall not incur any liability where such liability is linked to a breach by you of your obligations under these Terms.

12.7. Nothing in these terms shall limit or exclude any liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability which cannot be properly excluded under English law. If you breach these terms, we shall have the right to immediately suspend your access to the Platform, remove any material uploaded by you on the Platform and receive any damages from you for any loss resulting from the breach.

12.8. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of any contract under these Terms shall be limited to £100.

12.9. We make every resonable effort to secure our servers and database, we accept no liability for breach of data resulting in data being exploited by a third party.

13. Indemnity

13.1. You shall indemnify us as well as our directors, officers, agents and employees and agree to hold each of them harmless from and against all claims, damages, liabilities, obligations, reasonable costs and expenses, including reasonable legal fees and taxes, incurred or assessed against any of them, arising from:

13.1.1. any use, improper use or misuse of the Platform and/or the Services by you or use in violation of any applicable law or regulation;

13.1.2. any negligence, wilful default, fraud, lack of good faith or wilful misconduct by you, including the use of your identifiers by an unauthorised person or entity;

13.1.3. any breach of the Contract by you; or

13.1.4. any breach of representation, warranty and/or covenants made by you.

13.2. We shall indemnify you from and against any and all claims of infringement of copyright, patents, trademarks, or other intellectual property rights affecting the Platform or Services provided that:

13.2.1. you shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any such copyright, patent, trade mark or other rights; and

13.2.2. you shall have exercised a reasonable standard of care in protecting the same and shall not have made or intimated any admission, settlement, opinion or undertaking that may be detrimental to our defence, failing which the you shall indemnify us against all actions, proceedings, costs, claims and expenses incurred in respect of such claims for infringement; and

13.2.3. you undertake that we shall be given prompt notice of any claim made against you and we shall have the right to defend any such claims and make settlements thereof at our own discretion; and

13.2.4. you shall give such assistance as we may reasonably require to settle or oppose any such claims; and

13.2.5. you shall apply all reasonable endeavours to mitigate our exposure under this indemnity.

13.3. In the event that an infringement referred to in clause 13.2 occurs or may occur, we may at our sole option and expense:

13.3.1. procure for you the right to continue using the Platform and Services or infringing parts thereof; or

13.3.2. modify or amend the Platform or Services or infringing parts thereof so that the same becomes non-infringing; or

13.3.3. replace the Platform or Services or infringing parts thereof by other items of similar capability; or

13.3.4. withdraw the infringing parts of the Platform or Services and refund the sums paid by you in respect thereof, provided that such withdrawal shall not have a material impact on the operation of the Platform.

14. Confidentiality

14.1. In order to perform our obligations under these Terms, we may be given access to your information that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”).

14.2. Subject to Clause 14.4, we shall hold your Confidential Information in confidence and not make the Confidential Information available to any third party, or use the it for any purpose other than the implementation of the respective contract.

14.3. We shall take all reasonable steps to ensure that the Confidential Information to which we have access is not disclosed or distributed by our employees or agents in violation of these Terms.

14.4. We 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, we give you as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 14.4, we take into account your reasonable requests in relation to the content of such disclosure.

15. Term and termination

15.1. The Contract (including your subscription) shall, unless otherwise terminated as provided in this clause, commence on the date specified in your subscription form, order form, or in your user account, and shall continue for the initial subscription term specified in the same. Thereafter it shall be automatically renewed for successive periods specified in the subscription form, order form or your user account, unless:

15.1.1. you notify us of termination, in writing or through your user account, at least 14 days before the end of the initial subscription term or any renewal period, in which case the Contract shall terminate on the expiry of the applicable initial subscription term or renewal period; or

15.1.2. otherwise terminated in accordance with the provisions of these Terms;

and the initial subscription term together with any subsequent renewal periods shall constitute the subscription term.

15.2. Where you terminate the Contract (or cancel your subscription) before the end of its term, we may allow you to use the Platform for the remainder of the Term, unless you explicitly request that your access to your user account is blocked. Where this happens, you acknowledge that we will not be obliged to issue to you any refunds, in particular, we will not be obliged to refund to you the whole or any part of the Service Fee paid.

15.3. Either party shall be entitled to immediately terminate the Contract without liability to the other party by giving notice to the other party at any time if:

15.3.1. that other party is in material breach of the contract, provided that if the breach is capable of remedy the innocent party shall not be entitled to terminate the contract unless and until the breaching party shall have failed to remedy the breach within five days of such notice; or

15.3.2. either party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

15.3.3. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the contract is in jeopardy; or

15.3.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.4. We may terminate your subscription on no less than 14 days’ notice in writing to you. Where this happens, we will refund you a pro-rated portion of the Service Fee you have paid for the period in which you will not be able to use the Services.

15.5. On termination of the subscription for any reason your right to receive the Services shall cease automatically and:

15.5.1. you shall immediately pay any outstanding unpaid fees and charges and interest due to us; and

15.5.2. all licences granted under the Contract shall immediately terminate and the you shall immediately cease all use of the Platform and the Services;

15.5.3. we may destroy or otherwise dispose of any of your data in our possession, unless we receive, no later than ten days after the effective date of the termination of the subscription, a written request for the delivery to you of the then most recent back-up of your data.

16. Export

16.1. You may not export, re-export, import or transfer the Platform, including its parts and features, as well as any data and information derived from it and its use (including Content and any Services), except as authorised under the laws of England and Wales, the laws of the jurisdiction in which you obtained the data and any other applicable laws.

16.2. In particular, the Platform, Content, or Services may not be exported or re-exported to:

16.2.1. any countries which are held under embargo by the United Kingdom ;or

16.2.2. to any person on the U.S. treasury department’s list of specially designated nations is or the U.S. Department of Commerce denied persons list or entity list.

16.3. In using the Platform, Content or Services, you warrant that you are:

16.3.1. are not located in a country that is subject to U.S. Government embargo; or

16.3.2. you are not in a country that the U.S, Government has designated as a “terrorist” supporting country; and

16.3.3. you are not listed on any U.S. Government of prohibited or restricted parties.

16.4. You will also not use this Platform, Content or Services for any purpose prohibited by U.S. Law, this includes the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

16.5. We do not permit Listings associated with certain countries due to U.S. embargo restrictions.

17. General provisions

17.1. Assignment: We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract with you. You may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the contract without our prior written consent.

17.2. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

17.3. Waiver: A waiver or non-enforcement against any breach of the Contract or obligation under the Contract is not deemed a waiver of any other breach or obligation.

17.4. Electronic signature: Electronic signatures that comply with applicable law are deemed original signatures. The parties agree that the Contract and its signature can be established in electronic form (sending by facsimile, scanned copy sent via e-mail, or electronic signature by using means implemented by Provider – for example DocuSign) and that, in electronic form, they shall be deemed originals.

17.5. Written form: Any reference to “written” or “in writing” includes email.

17.6. Notices:

17.6.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the other party’s recorded email address.

17.6.2. Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.6.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

17.6.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.7. No partnership or agency: The relationship of Provider and User established by the Contract is that of an independent contractor and no employment, agency, trust, partnership or fiduciary relationship is created by the Contract.

17.8. Force majeure: Any delay in performance (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party is not a breach of the Contract. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

17.9. Governing law and Jurisdiction: The Agreement and any claims relating to its subject matter shall be governed by and construed under the laws of England and Wales. All disputes will be subject to the exclusive jurisdiction of the courts located in England. Either party must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

17.10. Non-solicitation: Neither party shall knowingly solicit or hire, any of the other party’s employees involved in the Services during the term of the Contract and for a period of six (6) months from the termination thereof, without the express written consent of the other party. This provision shall not restrict the right of either party to solicit or recruit generally in the media.

17.11. Entire agreement, written form: The Contract constitutes the complete and exclusive statement of the agreement between Provider and User with respect to the subject matter hereof. All previous representations, discussions and writings (including any confidentiality agreements) are merged in and superseded by the Contract and the parties disclaim any reliance on them. The Contract may be modified only by a writing signed by both parties. The Contract will prevail over any service terms and conditions or purchase order of any User and will have no force and effect, even if Provider accepts or does not otherwise reject the purchase order.

17.12. Order of precedence: In the event of any inconsistencies between these Terms and any subscription form or order form, the subscription form or order form shall take precedence over these Terms.

17.13. Survival: Clauses 12 (Intellectual property rights), 13 (Limitation of liability), 15 (Confidentiality), 16 (Term and termination), 17.9 (Governing law and Jurisdiction), and 17.10 (Non-solicitation) shall survive any termination of the Contract.

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