Blend Market Terms and Conditions

Last Updated: 27 September 2019

Blend Media Limited (company number 09874938) provides its proprietary online marketplace (defined below as the Platform) connecting customers with creators for the creation of bespoke immersive content (including without limitation 180° video, 360° video, virtual reality, mixed reality, extended reality, augmented reality and 3D content), tailored for the needs of customers. Use of the Platform is subject to these Terms of Service.  Blend Media Limited owns the copyright in these Terms of Service.

1. INTERPRETATION

1.1 The following terms shall have the following meanings when used in these Terms of Service (save where the context clearly and unambiguously requires otherwise):

Acceptable Use Policy

means the Company’s acceptable use policy as updated from time to time, available at DOCUMENTS NEEDED

Account

means a User’s registered account with the Platform.

Business Day

means a weekday which is not a public holiday or a weekend in the United Kingdom.

Company

means Blend Media Limited, company number 09874938, a company registered in England and Wales.

Content

means any image, audio-visual or digital content produced by the Creator as part of the Project.

Creator

means the legal person registered with a Creator Account who is the original producer of the Content.

Creator Account

means the Creator’s registered Account with the Platform.

Customer

means the legal person registered with a Customer Account. 

Customer Account

means a Customer’s registered Account with the Platform.

Data Controller

shall have the meaning of ‘data controller’ set out in the Data Protection Legislation.

Data Processor

shall have the meaning of ‘data processor’ set out in the Data Protection Legislation

Data Protection Legislation

means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individuals’ rights in their personal data and the protection of their privacy.

Data Subject

shall have the meaning of ‘data subject’ set out in the Data Protection Legislation.

DPA

means the Data Protection Act 2018.

Fees

means the Project Fees, Transaction Fees and any other fees which may be payable pursuant to these Terms of Service.

GDPR

means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.

Insolvency Event

means the occurrence of any of the following in respect of a party:

i. Where the party is a company, the party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) or where the party is an individual, is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;

ii. Where the 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 any of its creditors;

iii. Where the party is a company, 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 party;

iv. Where the party is a company, an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the party; or

v. Where the party is an individual, the party is the subject of a bankruptcy petition, application or order.

Intellectual Property

means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

Intellectual Property Rights

means, for the duration of the rights in any part of the world, any moral rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

Offer

means a Creator’s offer to fulfil a Project Brief.

Payment Account

means the account operated by the Payment Provider. 

Payment Provider

means any third party escrow account(s) and payment provider(s) appointed by the Company that operate(s) the Payment Account.

Personal Data

shall have the meaning set out in the Data Protection Legislation.

Personal Data Breach

shall have the meaning set out in the Data Protection Legislation.

Platform

means the Company’s online platform connecting Creators and Customers, accessible at the Site. 

Privacy Policy

means the Company’s privacy policy as updated from time to time, which can be found at https://blend.media/privacy-policy 

processing and process

shall, when used in the context of activity relevant to Data Protection Legislation, have the meaning set out in that Data Protection Legislation.

Project

means the agreed Content to be provided by the Creator as set out in the Project Brief. 

Project Brief

means the proposed scope of work for a Project requested by the Customer to be produced by the Creator. 

Project Deadline

means the agreed deadline for final completion of the Project, as set out in the Project Brief or otherwise agreed by the parties in writing. 

Project Fee

means the fee for the Project (inclusive of the Transaction Fee, as defined below), payable by the Customer as set out in the Project Brief or otherwise agreed by the parties in writing.

Site

means https://market.blend.media or such other URL as may be used by the Company from time to time. 

Terms of Service

means these terms and conditions for the use of the Platform, as updated from time to time and found at https://market.blend.media/terms-and-conditions.

Transaction Fee

means the fees charged by the Company for the Users’ use of the Platform, which shall be 15% of each Project Fee, as updated by the Company from time to time. 

User

means any registered Creator or Customer that uses the Platform. 

writing

means any form or writing including, without limitation, email and electronic communications through the Platform’s messaging functionality. 

2. LICENSE

2.1. The licence granted to the User under these Terms of Service shall be ongoing unless and until terminated in accordance with these Terms of Service.

2.2. The Company may suspend the Account or restrict the access of any User that breaches these Terms of Service at any time and without notice. 

2.3. These Terms of Service may be updated by the Company from time to time.

2.4. Where the Company makes a material modification to these Terms of Service, it will provide the User with written notice and the User will be required to accept the modified terms in order to continue using the Platform. 

3. USE OF THE PLATFORM

3.1. General

3.1.1. To use the Platform, the User must first create and log into its registered Account via the Site. 

3.1.2. At all times, the User agrees:

(a) to use the Platform in accordance with these Terms of Service; and

(b) that it is authorised to establish and maintain its Account on the Platform.

3.1.3. THE CUSTOMER MAY UPLOAD ITS OWN MASTER SERVICES AGREEMENT OR OTHER DOCUMENTATION TO THE PLATFORM (CUSTOMER TERMS) AND REQUIRE THE CREATOR TO ACCEPT SUCH CUSTOMER TERMS AS A PRE-CONDITION TO PROVIDING ITS SERVICES TO THE CUSTOMER IN RELATION TO A PROJECT BRIEF. SUBJECT TO CLAUSE

3.1.4, TO THE EXTENT THAT THE CUSTOMER TERMS CONFLICT WITH THESE TERMS OF SERVICE THE CUSTOMER TERMS SHALL PREVAIL. 

3.1.4. THE RIGHTS, PROTECTIONS AND ENTITLEMENTS OF THE COMPANY UNDER THESE TERMS OF SERVICE WILL NOT BE ADVERSELY AFFECTED BY ANY CUSTOMER TERMS. 

3.2. Submitting a Project Brief - Customers

3.2.1. The Customer may submit a Project Brief on the Platform by completing a questionnaire, including the following information (to the extent available):

(a) all details of the desired Content, including content type, style and other related details;

(b) budget;

(c) timelines and deadlines; and

(d) any specialist skills requested.

3.2.2. The Customer shall receive any Offers submitted by Creators directly to its Customer Account and by email.

3.2.3. Once the Customer has received an Offer, the Platform will enable the Customer to:

(a) review the Offer;

(b) review the Creator’s portfolio of work (where available); and (c) communicate with the Creator directly to discuss details of the Project Brief, confirm the Project Fee and accept the Offer.

3.3. Submitting an Offer - Creators

3.3.1. The Platform will allow the Creator to:

(a) browse and search available Project Briefs;

(b) contact a Customer to ask questions about its Project Brief; and  (c) submit an Offer to a Customer.

3.3.2. The Creator can submit an Offer on a Customer’s Project Brief by either:

(a) accepting the Project Brief; or

(b) suggesting variations thereto.

3.4. Where the Creator wishes to vary the Project Brief and the Customer accepts such proposed changes, the Project Brief shall be amended accordingly and agreed by both parties on the Platform. 

3.5. Confirmation and Payment

3.5.1. When the parties have agreed the Project Brief, the Customer shall pay the Project Fee via the payment portal on the Platform and in accordance with the payment terms set out in clause 4.

3.6. Change Requests

3.6.1. Following acceptance of an Offer, the Customer shall communicate any changes to instructions or any additional requests for the Project to the Creator directly.

3.6.2. Any changes shall be subject to additional agreement between the parties including without limitation changes to the Project Brief, the Project Deadlines and/or Fees, and such changes will be recorded via the Platform. 

3.6.3. Where the parties agree to any additional Fees for the changes, the Customer shall make payment into the Payment Account in accordance with clause 4. 

3.7. Communication Conduct

3.7.1. Creators and Customers may use the Platform to communicate instructions and questions relating to the Project.

3.7.2. The User acknowledges and accepts that:

(a) the Company accepts no responsibility for the conduct of any User of the Platform. 

(b) the Company accepts no responsibility for any interaction between Users, whether that interaction occurs via the Platform or not.

(c) the Company makes no warranty or representation as to the accuracy of any information provided by any User.

(d) the Company makes no warranty as to the character, skills, capabilities and/or credentials of any User.

3.7.3. If a User believes that another User’s behaviour is threatening, discriminatory, or otherwise contrary to the Acceptable Use Policy, the User may transmit a complaint to the Company via email at abuse@blend.media

3.7.4. The Company may suspend or delete the Account of any User that the Company deems to have conducted itself inappropriately or otherwise to be in breach of the Acceptable Use Policy. 

3.7.5. The Company will advise the User of a suspended or deleted Account of the decision to do so but is under no obligation to identify any complainant. 

3.7.6. The Company’s decision whether or not to suspend or delete an Account is at its absolute discretion. The Company’s decision shall be final and not subject to review. 

3.8. Completion

3.8.1. Upon the Creator’s completion of the Project, the Creator shall upload all Content forming part of the Project to the Platform, and the Customer shall be notified (Completion Notification).

3.8.2. The Customer will then have 5 Business Days from the date of the Completion Notification (Acceptance Period) to do any of the following via the Platform:

(a) confirm acceptance of the Content (Customer Acceptance);

(b) request changes to the Content; or

(c) report an issue with the Content and/or request a refund. 

3.8.3. The Company shall authorise the Payment Provider to release payment of the Project Fee to the Creator within 5 Business Days from the date of Customer Acceptance. If at the completion of the Acceptance Period the Customer fails to either submit Customer Acceptance, request any changes or report any issues, then the Customer shall be deemed to be satisfied with the quality of the Project. The Company shall release payment to the Creator within 5 Business Days from the completion of the Acceptance Period and the Customer will have no recourse or remedy thereafter.  

3.8.4. In the event the Customer requests a change to the Content under clause 3.8.2(b):

(a) Where the requested change(s) to the Content are within the scope of the Project, the Creator shall complete such changes before uploading the amended Content to the Platform for Customer Acceptance, and the procedure set out in clauses 3.8.1 to 3.8.3  will re-commence; or

(b) Where the requested change(s) to the Content are outside of the scope of the Project, then the change request procedure under clause 3.6 shall apply. 

3.9. Following Customer Acceptance of the Project, the Customer may complete a feedback form to rate the Customer’s experience with the Creator and the Customer’s level of satisfaction regarding the Project. The Customer agrees to provide accurate information and not to unreasonably give the Creator a low or misleading rating.

4. PAYMENT TERMS AND TAXES

4.1. Pursuant to clause 3.5, the Customer’s payment of the Project Fee into the Payment Account shall be processed via the Customer’s credit card, PayPal account or other such payment method as allowed for by the Company and/or the Payment Provider from time to time. 

4.2. The Customers and Creators agree that the Transaction Fee, payable to the Company, shall be deducted from the total payable Project Fee at the point of the Customer’s payment to the Payment Account.

4.3. The Company shall authorise the Payment Provider to release the Project Fee to the Creator’s nominated bank account in accordance with clause 3.8.3, and transfer the Transaction Fee to the Company. 

4.4. The Users acknowledge that payment of the Project Fee into the Payment Account and release thereof will be subject to the Payment Provider’s terms and conditions, which are available at https://stripe.com/gb/legal

4.5. The Users acknowledge that they will need to accept the terms of the Payment Provider at https://stripe.com/docs/connect/updating-accounts#tos-acceptance when signing up to the Platform.  

4.6. Unless stated otherwise, all Fees shall be paid in British pounds.

4.7. All Fees shall be subject to VAT and any other applicable sales tax or duty, payable in addition to the Fees.

4.8. Each User is responsible for paying all taxes which arise in connection with its activities via the Platform and hereby fully indemnifies the Company in respect of any failure to do so. 

5. CANCELLATION & REFUNDS

5.1. Other than as required by law, no refunds of Fees (partial or full) will be available except under the following circumstances and subject to the Company’s absolute discretion:

5.1.1. the Project is cancelled by the Creator for any reason;

5.1.2. the Project is cancelled by the Customer and the Company is reasonably satisfied that the Creator has not commenced work on the Project

5.1.3. the Creator and the Customer mutually agree to cancel the Project; 

5.1.4. the Creator has not provided final delivery of the Project by the Project Deadline for reasons not due to the Customer’s delays in providing instructions, feedback, materials or any other thing reasonably requested by the Creator to provide the Project; or

5.1.5. the Creator uploads the Project to the Platform and the Customer notifies the Company and the Creator within the Acceptance Period that it is not satisfied with the quality of the Project and either:

(a) the Customer and the Creator resolve directly with each other that the Customer shall be issued a refund (and notify the Company in writing of their decision); or

(b) the Customer and the Creator agree to allow the Company to resolve the matter in accordance with clause 12, following which the Company determines, acting reasonably and in its absolute discretion, that the Project is not of satisfactory quality.

5.2. Where a refund is requested by the Customer in the circumstances outlined in 5.1.4, the Company shall notify the Creator in writing and shall provide the Creator with 5 Business Days to either provide the final Project or respond to the Company with an explanation for the delay. The Company shall only process a refund to the Customer where:

5.2.1. the Creator fails to upload the Project to the Platform within 5 Business Days of the Company’s notification; or

5.2.2. the Creator otherwise fails to respond to the Company within 5 Business Days of the Company’s notification.

5.3. For clarity, any refunds offered under this clause 5 shall be for the Project Fee only and shall not include a refund of the Transaction Fee, except at the discretion of the Company or where otherwise required by law. 

6. INTELLECTUAL PROPERTY IN THE CONTENT

6.1. For the purposes of this clause 6, the following terms shall have the following meanings:

6.1.1. Background IP means all Intellectual Property of the Creator, incorporated in the Content.

6.1.2. New IP means any new Intellectual Property generated by the Creator in the process of creating the Content. 

6.2. In consideration of the Project Fee, the Creator agrees to assign all Intellectual Property Rights in the New IP to the Customer, free from all encumbrances. For clarity, the New IP shall only be assigned to the Customer after the Project Fee has been released to the Creator.

6.3. To the extent that there is Background IP in the Content, the Creator, subject to payment of the Project Fee, agrees to grant the Customer an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use the Background IP.

7. INTELLECTUAL PROPERTY IN THE PLATFORM

7.1. Proprietary Information. The User acknowledges that the Company may use its own proprietary as well as third party software, systems and Intellectual Property in relation to the Platform.

7.2. The Platform.  The User agrees and accepts that the Platform is, and shall remain, the Intellectual Property of the Company (or its licensors) and the User undertakes not to directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in or underpinning the Platform or any documentation associated therewith.

8. NON-CIRCUMVENTION

8.1. Each User agrees that for as long as it holds an Account and for a period of 6 months after the Account is terminated (for whatever reason), the User will not in any manner circumvent the Platform to solicit or accept any business from any User it has encountered via the Platform.

8.2. In the event of any breach of clause 8.1 the Company will be entitled to invoice the Creator a fee equal to 15% of the value invoiced in relation to such business in addition to 100% of any costs it reasonably incurs in recovering such sum.  

9. THIRD PARTY DEPENDENCIES

9.1.1. Each User acknowledges that the Platform is dependent on third-party services, including but not limited to:

(a) the Payment Provider;

(b) telecommunications services;

(c) hosting services;

(d) email services; and

(e) analytics services.

9.1.2. Each User acknowledges that the Company shall not be responsible or liable in any way for:

(a) interruptions to the availability of the Platform due to third-party services;

(b) payment delays due to third-party services; and/or

(c) information contained on any linked third-party website.

10. LIABILITY & INDEMNITY

10.1.1. Each User acknowledges that it uses the Platform at its own risk and that the Company is not responsible for the conduct or activities of the User or any other User. 

10.1.2. The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms of Service.

10.1.3. To the fullest extent permissible at law, in no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not such damage or business interruption was foreseeable by either party.

10.1.4. To the extent not excluded by clause 10.1.3 or otherwise, the total aggregate liability of the Company to any User, whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed £1,000,000. 

11. TERMINATION

11.1. Either party may terminate these Terms of Service by immediate written notice if the other party:

11.1.1. fails to remedy a breach of these Terms of Service within 10 Business Days of receiving written notice from the Company of that breach;

11.1.2. commits a material breach of these Terms of Service which cannot be remedied; and/or

11.1.3. is subject to an Insolvency Event.

12. DISPUTE RESOLUTION

12.1. Any disputes between a Creator and a Customer (each a “Disputing Party”) shall be resolved directly between the Disputing Parties and/or subject to any dispute resolution mechanisms under the Customer Terms where applicable. Should such a dispute arise, each Disputing Party agrees to co-operate with the other and to make a genuine attempt to resolve the dispute.

12.2. Where the Disputing Parties are unable to resolve the dispute in accordance with clause 12.1 above, then either Disputing Party may refer the dispute to the Company for the Company to resolve. 

12.3. In the event the dispute has been referred to the Company in accordance with clause 12.2, each of the Disputing Parties agrees:

12.3.1. to promptly co-operate with any of the Company’s requests and its investigation into the dispute; and

12.3.2. that the Company is entitled to make a final determination, acting reasonably, based on the information supplied by the Disputing Parties, and may, without liability to either of the Disputing Parties, direct the Payment Provider to make any applicable refunds or payments accordingly. Any such determination will be notified by the Company to each Disputing Party (Determination Notice), will refer to their rights under clauses 12.4 and 12.5 below and any payment or refund arising from such determination will not be affected until the expiry of the later of the following:

(a) the expiry of 10 Business Days from the date of the Determination Notice where a Dispute Notice is not given within that period in accordance with clause 12.5 below; or

(b) the expiry of 20 Business Days from the date of the Determination Notice where a Dispute Notice is given in accordance with clause 12.5 below.

12.4. If either of the Disputing Parties takes issue with the Company’s determination under clause 12.3.2, then that Disputing Party may lodge that dispute with the Company in accordance with clause 12.5 below. 

12.5. If any dispute arises between the Company and a User in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

12.5.1. includes or is accompanied by full and detailed particulars of the Dispute; and

12.5.2. is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

12.6. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute and notify the Company of the outcome.

12.7. Nothing in this clause prevents any party from instituting court proceedings in respect of a dispute. 

13. ANTI-BRIBERY

13.1. The Users and the Company agree to:

13.1.1. comply with all applicable laws, regulations, mandatory codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);

13.1.2. have and maintain in place throughout the term of these Terms of Service their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and to enforce them where appropriate;

13.2. Any breach of this Clause 13 shall be deemed a material breach of these Terms of Service. 

14. USE & AVAILABILITY

14.1. The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that contravenes the Acceptable Use Policy.

14.2. The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Account. 

14.3. The User acknowledges that:

14.3.1. access to the Platform may be prevented by issues outside of the Company’s control; and

14.3.2. the Company accepts no responsibility for the User’s ongoing access to the Platform (or lack thereof).

15. PRIVACY

15.1. The Company undertakes to act in accordance with the provisions of the Data Protection Legislation in relation to the data that it collects about the User. 

15.2. The Privacy Policy does not apply to how the Users handle personal information of other Users.  

15.3. The Company may use cookies (small electronic tracking codes) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

16. DATA PROTECTION

Processor's obligations

16.1. The parties shall comply with all applicable requirements of the Data Protection Legislation.  This clause 16 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

16.2. The parties agree that for the purposes of the Data Protection Legislation the User shall be the Data Controller and the Company shall be the Data Processor in respect of any Personal Data which is transferred from the User to the Company in accordance with these Terms of Service. Such Personal Data is anticipated to include information relating to the customers and employees of the User, as they may be inputted into, or processed in the course of, the various services provided by the Company to the User. Such processing shall take place during the provision by the Company of the Platform in accordance with these Terms of Service.

16.3. The User consents to the Company appointing third party processors to process the Personal Data under these Terms of Service. Where the Company appoints a third party to process Personal Data it shall only use Data Processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the Data Protection Legislation and ensures the protection of the rights of Data Subjects.

16.4. The Company shall: 

16.4.1. only process the Personal Data of Users for the performance of its obligations pursuant to these Terms of Service and/or in accordance with the written instructions of the User unless otherwise required by the laws to which the Company is subject; in such a case, the Company shall inform the User of that legal requirement before processing, unless that law prohibits such disclosure from being made; 

16.4.2. ensure that its personnel with access to the Personal Data are subject to a strict duty of confidentiality or are under an appropriate statutory obligation of confidentiality;

16.4.3. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological developments and the costs of implementing any measures;

16.4.4. ensure that, where it does engage with a third party processor in accordance with clause 16.3, it will enter into a  written agreement incorporating substantially similar data protection obligations set out in these Terms of Service;

16.4.5. assist the User to the extent reasonably required, in responding to any request from any Data Subject which concerns the exercise of that Data Subject’s right under the Data Protection Legislation (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);

16.4.6. assist in ensuring compliance with the User’s obligations under Article 32 to 36 of the Data Protection Legislation, including in respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);

16.4.7. notify the User without undue delay after becoming aware of any relevant Personal Data Breach;

16.4.8. at the written instruction of the User securely delete or return all Personal Data and copies thereof to the User on termination of these Terms of Service unless the applicable law requires storage of that Personal Data; and

16.4.9. maintain records of all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and grant the User and its auditors access to the Company’s processing facilities to conduct audits and inspections (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same); and 

16.4.10. immediately inform the User if, in its opinion, any instruction given by the User infringes the Data Protection Legislation or any other applicable data protection provisions.

17. DATA PROTECTION INDEMNITY

17.1. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to clause 16. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, and; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.

17.2. The parties acknowledge that to the extent that either party is a Data Processor pursuant to these Terms of Service it will be reliant on the other, the Data Controller, for direction as to the extent to which the Data Processor is entitled to use and process the relevant Personal Data. Consequently, the Data Processor will not be liable to the Data Controller for any claim brought by a Data Subject arising from any action or omission by the Data Processor, to the extent that such action or omission resulted directly from the Data Controller's instructions.

17.3. Subject to and in accordance with Data Protection Legislation, the User consents to the Company collecting data about User’s use of the Platform and to it providing such data to any governmental or regulatory body in any fashion that it is required to do in order to comply with any applicable law and regulations. 

18. ELECTRONIC COMMUNICATION, AMENDMENT & ASSIGNMENT

18.1. The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of any change of contact details from time to time.

18.2. The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies to the Company from time to time. It is the User’s responsibility to update its contact details as they change.

18.3. A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered by law.

18.4. Notices must be sent to the parties’ most recent known contact details.

19. GENERAL

19.1. Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.

19.2. Relationship.  The relationship of the parties to this Agreement does not constitute a joint venture, agency or partnership. 

19.3. Third Party Rights. No term of these Terms of Service is intended to confer a benefit on or to be enforceable by, any person who is not a party to these Terms of Service and the Contract (Rights of Third Parties) Act 1999 does not apply to these Terms of Service.

19.4. Waiver.  No infringement of these Terms of Service will be deemed waived unless such waiver is provided in writing.

19.5. Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service.

19.6. Governing Law. 

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

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

19.7. Time.  Time is of the essence in these Terms of Service.

19.8. Severability.  Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.

19.9. Interpretation. The following rules apply unless the context requires otherwise:

19.9.1. headings are only for convenience and do not affect interpretation;  

19.9.2. the singular includes the plural and the opposite also applies;

19.9.3. if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;

19.9.4. a reference to a clause refers to clauses in these Terms of Service;

19.9.5. a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and.

19.9.6. mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included. 

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