Privacy & Cookies Policy
FLEX TECH DESIGN, a company registered in The Netherlands under company number 75421429 and with our registered office at TELEPORT TOWERS KINGSFORDWEG 151, 1043 GR AMSTERDAM. ("We" or “Us”) are committed to protecting and respecting your privacy in line with the UK Data Protection Act 2018, UK GDPR and any other applicable legal framework.
This policy together with any other documents referred to on it sets out the basis of:
Please read the following carefully to understand our views and practices regarding your Personal Data and how we will treat it.
Definitions
‘Site’ - means the public area of FLEX TECH DESIGN.
‘Service’ - means the restricted area of FLEX TECH DESIGN accessible via registration.
‘User’ - means a person who uses our Site or has registered to use our Service.
‘Personal Data’ - means any information that can personally identify an individual.
‘Legal Framework’ - Any applicable, lawful act or regulation that outlines the protection of Personal Data.
Standard Contractual Clauses
The Standard Contractual Clauses are standard sets of contractual terms and conditions which the sender and the receiver of personal data both sign up to, aimed at protecting personal data leaving the European Economic Area (EEA) or to a country where there is no adequacy agreement/decision in place between the UK and the relevant country.
What information do we collect?
The legal basis in which we process information we collect is in order for us to provide the Service outlined in our Terms and Conditions and is in our (FLEX TECH DESIGN’s) legitimate interests which are further explained in ‘How We Use The Information Collected’ section of this Policy.
We may collect and process various forms of information when you use our Site or Service:
‘User-Provided’ Information - When you use our Site or Service, you may provide Personal Data and we as a result, may collect this. Personal data is any form of information that can identify an individual for example, name, email address, mailing address, and credit card or other billing information. Examples of when this information may be provided include, but are not limited to, when you register to our site, subscribe to our services, complete surveys you have consented to and when you have contacted us.
‘Automatically Collected’ Information - If you use our Site or Service we may automatically collect information about your computer, including, where available, your IP address, operating system and browser type. We achieve this by using cookies and other forms of technology. All of the information that is automatically collected is statistical data about our Users browsing actions and patterns. Some of this information is stored for security purposes so we can alert you of any suspicious activity on your account.
‘User Collected’ Information - We may collect Personal Data to ensure full functionality of the features provided depending on how you, the user, use our Service. For example, we may store names, mailing addresses and contact numbers (amongst other information) of your customers so you can fulfill any orders that are placed through our Service. For this purpose, FLEX TECH DESIGN is the data processor. Each User is responsible for providing notice to their customers or users detailing what Personal Data may be stored and processed through our Service, and the reasons for doing so.
‘Third-Party’ Information - Integrations from third-party services available through our Service will give us access to certain Personal Data in order for us to provide full functionality of the respective integration. For example, the eBay integration tool will give us access to your name, email and other personal information required by the service. Certain integrations may also require us to receive and store data of your customers or users depending on the functionality of the service. By agreeing to this Policy, you authorize us to access and store any Personal Data, including that of your users or customers, that may be required.
As mentioned above, each User is responsible for providing notice to their customers or users detailing what Personal Data may be stored and processed through our Service, and the reasons for doing so. We will only have access and thus use any Personal Data that is essential and will not disclose any of the information shared via these integrations. Please be aware that each third-party service will have their own privacy policy so be sure to check with each service for exactly what information they make available to us.
How do we use the information collected:
We use the information that we collect in a variety of ways during the provision of our services and operation of our business, including the following:
Operations
Cookies
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our Site and to deliver a better and more personalized Service. By using our Site or Service, you agree to the use of cookies. You can find more information about the cookies we use and the purposes for which we use them below:
We use the following cookies:
Strictly Necessary cookies - These are cookies that are required for the operation of our Site. They include, for example, cookies that enable you to log into secure areas of our Site, use a shopping cart or make use of e-billing services.
Analytical / Performance cookies
- They allow us to recognise and count the number of visitors and to see how visitors move around our Site when they are using it. These cookies enable us, Create, to monitor the performance of your site (page loading speeds, etc) to ensure that everything is functioning correctly. This also helps us to improve the way our Site works, for example, by ensuring that Users are finding what they are looking for easily.Functionality cookies - These are used to recognise you when you return to our Site. This enables us to personalize our content for you. For example, greet you by name and remember your preferences within the application.
Targeting cookies - These cookies record your visit to our Site, the pages you have visited and the links you have followed, amongst other information. We will use this information to make our Site and the advertising displayed on it (if applicable) more relevant to your interests. We may also share this information with third parties, such as Facebook through the Facebook Pixel, for this purpose. The Facebook Pixel may use cookies, web beacons and other storage technologies to collect or receive information from the website and use that information to provide measurement services and targeted ads. If you wish to do so, you can adjust your Facebook Ad settings here and opt-out of ad targeting by visiting http://www.aboutads.info/choices
You can find out more information about cookies and how to disable them by visiting https://cookiesandyou.com.
Analytics
We use Google Analytics and Google Search Console to measure traffic to our Site and understand how Users move around and use our Service. We use this information to enhance the Site and Service we provide to ensure that Users get the best experience possible.
We also use Google Analytics and Google Search Console to monitor aggregate information of your website which helps us monitor the performance of features we offer within our Service to ensure full functionality. The information gathered also enables us to improve these features in the future. All of the information we collect from Google Analytics and Google Search Console are aggregate and will not be disclosed with any other third parties.
By agreeing to this Privacy Policy, you agree to the use of Google Analytics and Google Search Console. Google may use the data collected to assess activity on our site. As Google is a separate entity to us, it has its own privacy policy which we recommend you review. Further information specific to Google analytics and how they secure the data collected can be found here. If you wish to do so, you can opt-out of Google Analytics by following the instructions here.
How long do we keep your information?
When your information is submitted to us, we use it to ensure that appropriate security measures are in place to ensure your information is protected. These safeguards are implemented to ensure that Personal Data in our possession is not subject to any unlawful forms of processing which include accidental loss, unauthorized access or disclosure.
Our Site and Service have Secure Socket Layer (SSL) encryption present amongst other general security measures such as firewalls and password protection to certain areas of our Service. Our employees are trained to ensure that all administrative processes are followed to ensure that your data is handled and processed accordingly. These measures are regularly reviewed to ensure that your Personal Data is being stored in the most secure way possible.
The data we collect from you may be processed, transferred and stored using various services integral to our business operations. These services may be based in locations outside of the European Economic Area (EEA) and only the essential and necessary data will be provided to them for them to fulfil their purpose. Data may also be processed by a member of staff operating outside of the EEA who works for us. Such staff may be engaged in, amongst other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your Personal Data to us, you agree to this transfer, storing or processing.
We have ensured that all services we use to transfer, store and/or process data, in or outside EEA, have been verified to ensure that they are compliant with the UK Data Protection Act 2018, UK GDPR and any other relevant Legal Framework that applies to that particular service. With regards to data transfers to companies that are located outside of the EEA or where there is no adequacy agreement/decision in place between the UK and the country that the relevant company operates from, we will confirm that the relevant Standard Contractual Clauses are in place to ensure the safeguarding of any data transfers.
Further to this, we will continually monitor said services to ensure compliance is still being achieved at any given time and the data they hold is stored in a safe and satisfactory manner using the most up to date security measures. We will, to the best of our knowledge, not process, store or transfer any data to any service that does not comply with the UK Data Protection Act 2018, the UK GDPR or have adequate security measures in place to protect your Personal Data.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your Personal Data, we cannot guarantee the security of your data transmitted to our Site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
Disclosure Of Information
We will only disclose your information to any third-parties as detailed in this Policy and under the following circumstances:
In the event that we sell or buy any business or assets, in which case we may disclose your Personal Data to the prospective seller or buyer of such business or assets. If FLEX TECH DESIGN or substantially all of its assets are acquired by a third party, in which case Personal Data held by it about its customers will be one of the transferred assets.
To our domain name registries, in order to register domains on your behalf. To facilitate payment (for example, Worldpay). If we are under a duty to disclose or share your Personal Data in order to comply with any legal obligation, or in order to enforce our Terms and Conditions and other agreements; or to protect the rights, property, or safety of FLEX TECH DESIGN, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction. In order for them to provide you with information about goods and services which may be of interest to you.
If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, you can do so by contacting info@flextechdesign.com For more information, please see the ‘Your Rights’ section of this Policy
We do not disclose any personally-identifiable information about individuals to our advertisers, but we may provide them with aggregate information about our Users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, men in the BN1 postal area). We may make use of the Personal Data we have collected from you to enable us to comply with our advertisers' wishes by displaying their advertisement to that target audience.
Our Site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any Personal Data to these websites.
Children's Privacy
Protecting the privacy of children is particularly important in data protection. As stated in our Terms and Conditions, anyone under the age of 18 is not eligible to use our Service. We do not knowingly collect any Personal Data of anyone younger than 18 unless parental consent has been obtained prior to using our Service. If you are under the age of 18 and we have not been provided with clear parental consent, then please do not use or access our Service at any time.
If we become aware of any Personal Data that has been gathered on a child who is under the age of 18 without parental consent, we will take the appropriate action to ensure it is removed from our system.
If you, as a parent or guardian, discover that your child (under the age of 18) is using our Service without your consent, please notify us at info@flextechdesign.com and we will take the necessary action to ensure the Personal Data of the child is erased.
Access To Information & Your Rights
We are committed to protecting and respecting your privacy within your account. Under the UK Data Protection Act 2018 and UK GDPR, as a User of our Service, you have several rights in relation to your Personal Data which include:
The right of access - you have the right to know exactly what information we hold about you and how we process it.
As a User, you can access, change and delete certain types of data that we hold about you within your account. For more information on what personal information you can access in your account, please contact info@flextechdesign.com If you wish to exercise any of your rights in accordance with the UK Data Protection Act or any other relevant Legal Framework, please contact us with the specific request using the contact details located under the ‘Contact Us’ section of this Policy.
If you have concerns about the way we handle your Personal Data, you can contact the ICO or raise a complaint by contacting info@flextechdesign.com and we will investigate accordingly.
Data Retention
We will continue to retain any information collected from a User of our Service as long as the Users account is deemed active. When a User’s account is deemed inactive, we will remove information as set out below:
We may still hold personal information of inactive accounts under the following conditions:
In regards to prospective employment with FLEX TECH DESIGN, by applying for any vacancy through the various channels, you agree to the processing of your Personal Data that is required in order for us to complete the employment process accordingly and thus, agree to this Policy. If you’re unsuccessful in your application to work at FLEX TECH DESIGN, we must retain your personal information for 6 months in accordance with UK employer law. After 6 months, we will remove your personal information unless explicitly agreed otherwise. As set out in the ‘Your Rights’ section of this policy, if you wish to correct or request deletion of your information before the 6 month time frame has expired, please contact info@flextechdesign.com with the relevant request.
Contact Us
You can contact us at any time if you have any questions, comments or requests regarding this Privacy Policy using the following information:
TELEPORT TOWERS KINGSFORDWEG 151, 1043 GR AMSTERDAM info@flextechdesign.com
Alternatively, you can use the Contact Us page on our site.
How can you review, update, or delete the data we collect from you?
Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by email.
TERMS AND CONDITIONS
1. Definitions
In these Terms and Conditions, except to the extent expressly provided otherwise:
"Assignment Works" means those elements of the Website such as the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the Website, as applicable) together with the source-code, all mark-ups and style sheets comprised in or generated by the Website (excluding any Third Party Materials and the Customer Materials) the rights in which are to be assigned (rather than licensed) by the Developer to the Customer under Clause 6, as specified in Section 3 of the Statement of Work;
“Acceptance Period” means up to 30 days after the Licensed work is provided to the Customer. During these 30 days, The Developer will carry out any tweaks and bug fixes reported by the Customer to ensure the website is working in conformity with Section 2 of the Statement of Works. proposal or quotation agreed with the Customer (This excludes any support hours.)
“Acceptance Period” means a maximum of 30 days after the Assignment Works is provided to the Customer. During these 30 days, the Developer will carry out any tweaks and bug fixes reported by the Customer to ensure the Assignment Works will be in conformance with the Statement of Works, Proposal or Quotation (as applicable) agreed by the Customer.
"Charges" means:
"Contract" means a particular contract made under these Terms and Conditions between the Developer and the Customer.
"Customer" means the person or entity identified as such in Section 1 of the Statement of Work;
"Customer Materials" means all works and materials supplied by or on behalf of the Customer to the Developer for incorporation into or integration with the Website, or for use in connection with the Services.
"Developer" means Flex Tech Design, a company incorporated in The Netherlands (registration number 75421429) having its registered office at TELEPORT TOWERS KINGSFORDWEG 151, 1043 GR AMSTERDAM;
"Developer Credit" means a textual credit for the Developer incorporating a link to the website of the Developer, in a form agreed by the parties acting reasonably (generally at the footer of the website);
"Development Services" means the design and development of the Website by the Developer;
"Documentation" means the documentation for the Website produced by the Developer, if any, and delivered or made available by the Developer to the Customer;
"Effective Date" means the date of execution of the Contract;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensed Works" means the Website excluding the Third Party Materials and the Customer Materials;
"Services" means any services that the Developer provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Source Code" means software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code;
"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;
"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;
"Third Party Materials" means the works and/or materials comprised in the Website excluding the Customer Materials, the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 5 of the Statement of Work or which the parties agree in writing shall be incorporated into the Website;
"Website" means the website developed or to be developed by the Developer for the Customer under the Contract, as specified in the Statement of Work, including all the Source Code for that website created by the Developer in the course of providing the Services;
"Website Defect" means a material adverse effect on the appearance, operation, functionality, security or performance of the Website, but excluding any defect, error or bug caused by or arising as a result of:
"Website Specification" means the specification for the Website set out in Section 2 of the Statement of Work, or in the Quotation or Proposal (as the case may be) as it may be varied by the written agreement of the parties from time to time.
2. Term
2.1 The Contract shall come into force upon the Effective Date.
2.3 The Contract shall continue in force from the effective date until the end of the Acceptance Period, upon which the Contract shall terminate automatically. The contract can also be terminated in accordance with Clause 12 or any other provision of these Terms and Conditions.
2.4 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.
3. Development Services
3.1 The Developer shall provide the Development Services to the Customer.
3.2 The Developer shall use reasonable endeavours to ensure that the Development Services are provided in accordance with the timetable set out in Section 6 of the Statement of Work, and that copies of the Website and any Documentation are delivered to the Customer by means of a secure online sharing hyperlink, in accordance with that timetable.
3.3 The Customer acknowledges that a delay in the Customer performing its obligations under these Terms and Conditions may result in a delay in the performance of the Development Services; and subject to Clause 11.1 the Developer will not be liable to the Customer in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
3.4 The Developer shall keep the Customer reasonably informed of the progress of the Development Services and, in particular, shall inform the Customer of any substantial obstacles or likely delays in the performance of the Development Services.
3.5 The Developer shall supply to the Customer a current development version of the Website for the purposes of enabling the Customer to assess the progress of the Development Services and provide feedback to the Developer regarding the Website.
3.6 If the Contract terminates (for whatever reason) before the delivery of the completed Website to the Customer, the Developer must within 30 days following such termination deliver to the Customer all work in progress towards the Website.
4. Customer obligations
4.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Developer, or procure for the Developer, such:
(a) Co-operation, support and advice;
(b) Information, content, images and documentation; and
(c) Governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Developer to perform its obligations under the Contract.
4.2 The Customer must provide to the Developer, or procure for the Developer, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Developer to enable the Developer to perform its obligations under the Contract.
5. Customer Materials
5.1 The Customer must supply to the Developer the Customer Materials specified in Section 4 of the Statement of Work, in accordance with any timetable specified in Section 6 of the Statement of Work.
5.2 The Customer hereby grants to the Developer a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Materials to the extent reasonably required for the performance of the obligations of the Developer and the exercise of the rights of the Developer under these Terms and Conditions.
5.3 The Customer warrants to the Developer that the Customer Materials will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6. Intellectual Property Rights
6.1 The Developer hereby assigns to the Customer with full title guarantee all of the Intellectual Property Rights in the Website, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect in respect of a work upon the delivery of that work to the Customer.
6.2 Subject to any express written agreement between the parties, the Developer shall ensure that the Third Party Materials are:
(a) licensed to the Customer in accordance with the relevant licensor's standard licensing terms (which the Customer acknowledges may be open source or Creative Commons licensing terms);
(b) licensed to the Customer on reasonable terms notified by the Developer to the Customer;
(c) sub-licensed by the Developer to the Customer on reasonable terms notified in writing by the Developer to the Customer; or
6.3 To the maximum extent permitted by applicable law:
(a) the Developer irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Website to which the Developer may at any time be titled; and
(b) the Developer undertakes to ensure that all individuals involved in the preparation of the Website will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Website to which they may at any time be entitled.
6.4 The Developer must use reasonable endeavours to:
(a) do or procure the doing of all acts; and
(b) execute or procure the execution of all documents,
that the Customer may reasonably request from time to time in order to perfect or confirm the Customer's ownership of the rights assigned by these Terms and Conditions.
7. Developer Credit
7.1 The Developer may include the Developer Credit on each page of the Website footer in the form of a link pointing to the Developer’s website.
7.2 The Customer must retain the Developer Credit on the Website and any adapted version of the Website, must not interfere with the Developer Credit in any way which will have or may reasonably be expected to have a negative impact upon the value of the Developer Credit to the Developer, and may only remove the Developer Credit at the Developer's request.
8. Charges
8.1 The Customer shall pay the Charges to the Developer in accordance with these Terms and Conditions.
8.2 If the Charges are based in whole or part upon the time spent by the Developer performing the Services, the Developer must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Developer any Charges in respect of Services performed in breach of this Clause 8.2.
8.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Developer.
8.4 The Developer may elect to vary any element of the Charges by giving to the Customer written notice of variation in the relevant element of the Charges after discussing with, and agreeing by the Customer.
9. Payments
9.1 The Developer shall issue invoices for the Charges to the Customer from time to time during the Term as agreed between the Developer and the Customer.
9.2 The Customer must pay the Charges to the Developer within the period of the receipt of an invoice issued in accordance with this Clause 9.
9.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque using such payment details as are notified by the Developer to the Customer from time to time.
9.4 If the Customer does not pay any amount properly due to the Developer under these Terms and Conditions, the Developer may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month; or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10. Warranties
10.1 The Developer shall provide the Services with reasonable skill and care.
10.2 The Developer warrants to the Customer that:
(a) the Developer has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer's rights and the fulfilment of the Developer's obligations under these Terms and Conditions; and
(c) the Developer has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
10.3 The Developer warrants to the Customer that:
(a) the Website as provided will conform in all material respects with the Website Specification.
(b) the Website will be supplied free from Website Defects.
(c) the Website shall incorporate security features reflecting the requirements of good industry practice.
10.4 The Developer warrants to the Customer that the Website, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law; providing however that the Developer shall have no liabilities under this Clause 10.4 in respect of any such breach caused by the Customer Materials or the Third Party Materials.
10.5 The Developer warrants to the Customer that the Website, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law; providing however that the Developer shall have no liabilities under this Clause 10.5 in respect of any such infringement caused by the Customer Materials or the Third Party Materials.
10.6 If the Developer reasonably determines, or any third party alleges, that the use of the Website by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Developer may acting reasonably to:
(a) modify the Website in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Website Defects into the Website and must not result in the Website failing to conform with the Website Specification; or
(b) procure for the Customer the right to use the Website in accordance with these Terms and Conditions.
10.7 If the situation in clause 10.6 above is a result of the Customer Materials, the Customer agrees to pay the Developer any relevant charges applicable.
10.8 The Customer warrants to the Developer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
10.9 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
11. Limitations and exclusions of liability
11.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence.
(b) limit or exclude any liability for fraud or fraudulent misrepresentation.
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 11.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
11.3 The Developer shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
11.4 The Developer shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
11.5 The Developer shall not be liable to the Customer in respect of any loss of revenue or income.
11.6 The Developer shall not be liable to the Customer in respect of any loss of use or production.
11.7 The Developer shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
11.8 The Developer shall not be liable to the Customer in respect of any loss or corruption of any data or database.
11.9 The Developer shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
11.10 The liability of the Developer to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to the Developer under the Contract in the 12-month period preceding the commencement of the event or events.
11.11 The aggregate liability of the Developer to the Customer under the Contract shall not exceed the greater of the total amount paid and payable by the Customer to the Developer under the Contract.
12. Termination
12.1 Unless otherwise agreed by both parties, the Contract will automatically terminate at the end of the Acceptance Period as per Clause 2.2
12.2 The Customer may terminate the Contract by giving to the Developer written notice of termination.
12.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
12.4 Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company re-organisation where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
12.5 The Developer may terminate the Contract immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Developer under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Developer has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 12.5.
13. Effects of termination
13.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely: Clauses 1, 3.7, 6.1, 6.4, 7, 9.2, 9.4, 11, 13, 15 and 16.
13.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.
13.3 Within 30 days following the termination of the Contract for any reason:
(a) the Customer must pay to the Developer any Charges in respect of Services provided to the Customer before the termination of the Contract; and
(b) the Developer must refund to the Customer any Charges paid by the Customer to the Developer in respect of Services that were to be provided to the Customer after the termination of the Contract, without prejudice to the parties' other legal rights.
14. Subcontracting
14.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Developer may subcontract any of its obligations under the Contract.
14.2 The Developer shall remain responsible to the Customer for the performance of any subcontractor obligations.
15. General
15.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
15.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
15.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
15.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
15.6 Subject to Clause 11.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
15.7 The Contract shall be governed by and construed in accordance with English law.
15.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
16. Interpretation
16.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
16.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
16.3 References in these Terms and Conditions to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided.
16.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
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