SNIZL LTD
TERMS OF SERVICE
THESE TERMS FORM OUR CONTRACT WITH YOU AND ARE BINDING ON YOU. PLEASE READ THEM CAREFULLY, CHECK YOU UNDERSTAND THEM AND THAT THEY ONLY CONTAIN TERMS YOU ARE PREPARED TO AGREE TO.
IF YOU DO NOT AGREE TO THESE TERMS PLEASE DO NOT USE THE SNIZL PLATFORM SERVICE.
NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY OF YOUR STATUTORY RIGHTS WHICH MAY NOT BE EXCLUDED OR LIMITED DUE TO YOU ACTING AS A CONSUMER. WHERE YOU ARE ACTING AS A CONSUMER ANY CLAUSE MARKED WITH AN ASTERISK (*) MAY, SUBJECT TO DETERMINATION BY THE COURTS, HAVE NO FORCE OR EFFECT.
CLAUSES IN BOLD ITALICS WILL ONLY BE APPLICABLE TO YOU IF YOU ARE ACTING AS AN ADVERTISER AND WILL NOT APPLY TO YOU IF YOU ARE ACTING IN THE COURSE OF A SNIZLER.
1. Meanings of Specific Words
1.1 In these terms the following words have the following meanings:
| “Advertiser” | means any person or entity whose Registration Details We accept to participate in the Snizl Platform for the purposes set out in Clause 4.5; |
|---|---|
| “Advertiser Fee” | means the standard fee shown on the Subscriptions page the Website and payable by Advertisers to Us in accordance with Clause 5 of this Agreement; This is one months active subscription and is payable in advance. |
| “Advertiser Term” | means the period for which an Advertiser Fee is paid; |
| “Agreement” | means the agreement between You and Us for the provision of the Service in accordance with the Terms; |
| “App” | means any application downloaded or accessed via the App Store or similar and which enables access to the Snizl Platform; |
| “App Store” | means any platform other than the Website through which the App is offered to You from time to time; |
| “Business Day” | means any day from 9:00am until 5:00pm which is not a Saturday, Sunday or bank or public holiday in England; |
| “Consumer” | means any individual who purchases products and/or services for purposes which are wholly or mainly outside of that individual’s trade, business, craft or profession; |
| “Data Protection Legislation” | means the General Data Protection Regulation (GDPR) and from the date the Data Protection Act 2018 (DPA) enters into force the DPA and the GDPR as implemented by the DPA, together with any other law applicable to the protection of personal data in effect from time to time in the UK |
| “Intellectual Property Rights” | means all and any patent, copyright, database right, design right (registered and/or unregistered), trade mark (registered and/or unregistered), know how, confidential information, rights in inventions or other industrial or intellectual property right subsisting anywhere in the world whether in existence at the date of this Agreement or arising afterwards, all rights to apply for the same, all rights claiming priority from such rights and all rights from which such rights derive priority and all rights of action with regard to any infringement of any of the foregoing rights and any application for any of the foregoing rights; |
| “Liability” | means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; |
| "Maximum Duration" | means the period during which any Deal, Event, Competition or Promotion that is limited in time is open for acceptance; |
| “Promotional Materials” | means all information including but not limited to product and company literature, terms and conditions of use and/or artwork supplied by You relating to You and/or a Promotion; |
| “Promotions” | means an advertising campaign in the form of a video, picture, and/or written information for any product, service or other offering offered by an Advertiser via the Snizl Platform; |
| “Regional Feed” | means an electronic feed from the Snizl Platform containing content specific to one geographical location; |
| “Registration Details” | means the details submitted by You to Us via the Website and/or App; |
| “Service” | means the provision of the Snizl Platform by Us to You under the Agreement; |
| “Snizler” | means any individual whose Registration Details have been accepted by Us to participate in the Snizl Platform in accordance with Clause 4.6; |
| “Snizl Platform” | means the online interactive advertising service hosted by Us on Our or Our suppliers’ servers and accessed remotely by Snizlers and Advertisers; |
| “Terms” | means these terms and conditions; |
| “Trade Marks” | means Our registered and unregistered trade marks from time to time; |
| "Transaction" | means any transaction made between an Advertiser and a Snizler; |
| “Website” | means the website accessed via the URL www.snizl.com; |
| “We, Us, Our” | means Snizl Ltd (company number 08851958) whose registered office is at Suite 3, Elizabethan House, Leicester Rd, Lutterworth, England, LE17 4NJ; and |
| “You, Your, Yours” | means the person or entity whose Registration Details are accepted by Us pursuant to these Terms. |
2. Our Contract with You
2.1 These Terms shall govern the Agreement to the exclusion of any other terms and conditions.
2.2 Nothing in this Agreement shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a Consumer. Where You are acting as a Consumer any Clause marked with an asterisk (*) may, subject to determination by the courts, have no force or effect.
2.3 Clauses in bold italics will only be applicable to You if You are acting as a Consumer and will not apply to You if You are acting in the course of business.
2.4 These terms supersede all previous terms and shall replace any terms previously notified to You by Us.
2.5 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Service unless confirmed by Us in writing.
2.6 *No oral warranties or representations shall bind Us.
2.7 *You acknowledge that You do not rely on any representation and/or warranty which has not been made in accordance with these terms.
3. The Registration Details
3.1 You are responsible for the accuracy of Your Registration Details including, but not limited to, the accuracy of all information You provide.
3.2 You are responsible for providing Us with all and any information necessary for Us to perform the Agreement.
3.3 If You are an Advertiser You must provide Your business address subject to Clause 3.4.
3.4 If You are an Advertiser and have more than one business address for which You intend to post Promotions via the Snizl Platform You must provide:
3.4.1 the principal address of Your business; and
3.4.2 the address of all other premises for which You intend to post Promotions via the Snizl Platform.
3.5 Your Registration Details will determine:
3.5.1 if You are an Advertiser, the Regional Feed via which Your Promotions will be posted; or
3.5.2 if You are a Snizler the Regional Feed which You will be able to access as Your home hub.
3.6 The Agreement between Us and You shall come into effect when We accept Your Registration Details or when We allow You access to the Snizl Platform whichever is earlier.
3.7 We may refuse to accept any Registration Details at any time before the Agreement comes into effect for any reason.
4. Provision and Use of the Service
4.1 We are constantly developing the Service in order to improve it and You agree that the nature, form and delivery of the Service may change without prior notice to You. You also agree that We may stop providing certain aspects of the Service to You without notice.
4.2 Subject to compliance with these Terms and the payment of the Advertiser Fee We grant to each Advertiser a non-transferable, non-exclusive licence to use Our system whilst the Agreement is in force and to post Promotions via the Snizl Platform subject to these Terms on condition that the Advertiser gives Us (and warrants to Us that it has the power to grant Us) a royalty free, perpetual, non-exclusive, unconditional, irrevocable, worldwide licence to use all material the Advertiser posts on and/or uploads to the site and/or uses to create any Promotion including but not limited to Promotional Materials and all Intellectual Property Rights in such material, for the purpose of providing and promoting the Service and to display, perform, reproduce, re-publish and/or distribute such material in or via all and any media in order to provide the Service.
4.3 We will enable each Snizler to download Our software from the Website and/or We will make Our software available via an App Store and We grant each Snizler a non-exclusive, non-transferable licence to use that software solely for the purpose of accessing and using the Snizl Platform in accordance with these Terms on condition that the Snizler gives (and warrants to Us that it has the power to grant) Us a royalty free, perpetual, non-exclusive, unconditional, irrevocable, worldwide licence to use the material and all Intellectual Property Rights in such material it posts on or uploads to the Website, for the purpose of providing and promoting the Service and to display, perform, reproduce, re-publish and/or distribute such material to others in or via all and any media to provide the Service.
4.4 Each Snizler will register his or her Registration Details using his or her social network password and You are all solely responsible for maintaining the confidentiality of Your own password and account details and for restricting access to Your computer. You accept responsibility for all activities that occur under Your account and/or via Your password. You agree that the passwords associated with Your account with Us are confidential information and You will maintain them in confidence and not share them with any one else. If You become aware of any unauthorised use of Your password or Your account with Us, You will immediately notify Us at [email protected].
4.5 Each Advertiser agrees to use the Service only for the purpose of marketing their goods services and/or other offerings.
4.6 Each Snizler agrees to use the Service only for the purpose of searching for and/or blogging and/or commenting on goods services and/or other offerings offered by Advertisers and each Snizler accepts that all Promotions and the goods, services and/or other offerings offered via Snizl will be of limited amount, nature, extent and/or duration and are offered on a strictly first come first served basis such that We are not Liable to any Snizler if he or she cannot take advantage of any Promotion.
4.7 You agree and understand that a Promotion will be deleted by Us from the Snizl Platform without notice upon the expiry of the Promotion or at the end of the Maximum Duration or if there is a breach of these Terms.
4.8 If You are an Advertiser You agree and understand that the payment of the Advertiser Fee entitles You to post a maximum number of Promotions during each monthly period as shown when you selected your subscription package. You may post additional Promotions if and only if:
4.8.1 You obtain Our written consent; and
4.8.2 You pay any additional fee as specified by Us from time to time.
4.9 You agree not to access or attempt to access the Service other than through the interfaces provided by Us for this purpose and You agree not to do anything that may interrupt or disrupt the Service or Our, or Our suppliers’ servers or networks.
4.10 You shall not reproduce, re-distribute, duplicate, copy, sell, trade or re-supply the Service for any purpose.
4.11 You shall not, and shall not enable anyone else to, copy, modify, create derivative works from or otherwise extract the source code of or unless and only to the extent permitted by law decompile or reverse engineer Our software or any part of it.
4.12 You agree and undertake that:
4.12.1 all Your advertising, Your Promotions, the material, links, landing pages and/or content You post, upload and/or link to the Snizl Platform at all times;
4.12.1.1 is accurate, legal, decent, honest and truthful;
4.12.1.2 is not liable to misrepresent or deceive or impersonate and will be updated to remain accurate and current;
4.12.1.3 does not infringe the rights of any third party;
4.12.1.4 complies with all applicable laws and/or regulations including all codes written by the UK Committee of Advertising Practice and the Broadcast Committee of Advertising Practice, their successor or replacement bodies and any equivalent bodies in any jurisdiction to which the Advertiser's material is targeted;
4.12.1.5 does not promote or involve violence, discrimination, any unlawful product, service or activity, or sexually explicit material;
4.12.1.6 in the case of Advertisers contains a link to Your privacy policy that as a minimum provides appropriate notice and options for Snizlers regarding Your capture, use and disclosure of personal information;
4.12.1.7 is not targeted to anyone under 18;
4.12.1.8 is not obscene, offensive, abusive, hateful or inflammatory or likely to harass, upset, embarrass, alarm, discriminate or annoy anyone;
4.12.1.9 does not give the impression it emanates from Us when this is not the case; and/or
4.12.1.10 is free from viruses, worms, trojan horses; logic bombs and similar destructive code.
4.13 Failure to comply with Clause 4.12 constitutes a material breach of these terms. Any reasonable suspicion We have that You have failed to comply with Clause 4.12 may result in Our terminating this Agreement immediately with You and/or taking such other action as We may in Our discretion deem appropriate including:
4.13.1 immediate, temporary or permanent withdrawal of Your right to use the Website, App and/or the Snizl Platform;
4.13.2 immediate, temporary or permanent removal of all relevant advertising material, Promotions or links to the same;
4.13.3 issue of a warning to You;
4.13.4 issue of legal proceedings against You for appropriate Court orders, compensation and/or costs; and/or
4.13.5 disclosure of relevant information to enforcement authorities.
4.14 We reserve the right, but shall not be obliged, to pre-screen, review, filter, modify or remove any or all content, material, links and Promotions and You appreciate that You may be exposed to material that You might find offensive or otherwise objectionable and that You use the Service at Your own risk.
4.15 If You regard anything in the Snizl Platform as objectionable please contact Us at snizl.com and We will consider Your views.
4.16 If You are an Advertiser You agree to provide on a monthly basis the following information to Us:
4.16.1 how many Snizlers have entered into Transactions;
4.16.2 the total sales revenue generated from Transactions; and
4.16.3 the average value of the Transactions.
4.17 If You are an Advertiser and have paid the Advertiser Fee We agree to provide You on a monthly basis with the following information:
4.17.1 Basic analytics related to usage but it is your responsibility to ensure that you have the right to use the analytics pursuant to the Data Protection Legislation
4.18 If You are an Advertiser and you have paid the Enterprise Fee We agree to provide You on a monthly basis with the following information:
4.18.1 Full analytics related to usage but it is your responsibility to ensure that you have the right to use the analytics pursuant to the Data Protection Legislation.
4.18 If You are an Advertiser we allow you to run competitions, you will comply with the terms of the competition (as pre-populated by us as part of the setup process for the competition).
5. Fees and Payment
5.1 If You are a Snizler no fee is payable by You for registration or the subsequent use of the Service by You.
5.2 If You are an Advertiser the Advertiser Fee as set out on the Website is payable by You subject to Clause 5.3.
5.3 If You provide Us with Registration Details containing more than one business address in accordance with Clause 3.4 You must pay the Enterprise Fee in addition to the Advertiser Fee in accordance with the App description and the Website.
5.4 We may vary Our Advertiser Fee and Enterprise Fee from time to time provided that We give You at least 20 Business Day’s notice of such variation. If the variation to the Advertiser Fee and Enterprise Fee is not acceptable to You, You may within 10 Business Days of the date of such notice terminate this Agreement by giving 1 months written notice to Us.
5.5 Our prices are exclusive of any applicable VAT for which You shall additionally be liable.
5.6 The Advertiser Fee and Enterprise Fee shall be due and payable by You in monthly instalments in advance on the first day of each month. Time for payment shall be of the essence.
5.7 All payments shall be made by the method set out on the Website to such bank account as is notified to You in writing from time to time.
5.8 If You fail to make any payment in full on the due date We may charge You any reasonable additional administration and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of Santander Bank Plc. Such interest shall be compounded with quarterly rests.
5.9 Any monies received by Us from You may be applied by Us at Our option against any additional administrative costs and/or interest charged prior to application against any principal sums due from You against which it may be applied in any order.
5.10 You shall pay all sums due to Us under this Agreement without any set-off, deduction, counterclaim and/or any other withholding of monies.
5.11 Payment shall not be deemed to be made until We have received either cash or cleared funds in respect of the full amount outstanding.
5.12 If payment in full is not made to Us when due then We may:
5.12.1 immediately, temporarily or permanently withhold or suspend future or current performance of the Service; and
5.12.2 immediately, temporarily or permanently remove any or all of Your Promotions or Promotional Materials currently displayed on the Website and the Apps.
5.12.3 Payment processing services for the purchases and sales of goods by Advertisers and Snizlers on Snizl are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Snizler or Advertiser on Snizl, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Snizl enabling payment processing services through Stripe, you agree to provide Snizl accurate and complete information about you and your business, and you authorize Snizl to share it and transaction information related to your use of the payment processing services provided by Stripe.
6. Content and Intellectual Property Rights
6.1 All information of any kind that You access via or as part of the Service (whether text, links, computer files, pictures or otherwise and here called “content”) is provided by third parties not Us and therefore is their responsibility not Ours. Such content may be protected by Intellectual Property Rights owned by the third parties providing the content and therefore You may not copy, modify, reproduce, re-distribute, duplicate, sell, trade, re-supply, create derivative works from or otherwise extract the source code of or unless and only to the extent permitted by law decompile or reverse engineer any part of it without the consent of the owner of the Intellectual Property Rights in such content. You agree that You are solely responsible for all content You post or display via the Service.
6.2 You acknowledge that We or Our licensors own all right, title and interest in and to all Intellectual Property Rights which subsist in the Service and unless expressly agreed in these terms You do not have any rights to use any of Our Intellectual Property Rights including but not limited to Our trade names and logos, Our domain name and any of the rights to Our videos except as set out in Clause 6.4.
6.3 You agree that You will not remove, obscure or alter any proprietary rights notices shown in or which form part of the Service.
6.4 We grant to You (and warrant to You that We have the power to grant You) a royalty free, non-exclusive, unconditional worldwide licence whilst this contract is in force to use Our Trade Marks in promoting and marketing the Promotions and promoting and marketing the Services. You shall comply with the following conditions:
6.4.1 You shall not tamper with or alter or make any addition to Our Trade Marks;
6.4.2 You shall give due prominence to the fact that the Trade Marks are Our property;
6.4.3 You shall not use the Trade Marks in association with any products and/or services other than Your Promotions and Our Service;
6.4.4 the Trade Marks shall not be used as part of Your corporate and/or any trading name; and
6.4.5 You shall comply with Our instructions, guidelines, website criteria and/or other requirements relating to the use of the Trade Marks.
6.5 Except as provided for in this Clause 6.5 You shall not:
6.5.1 use or allow others to use Our Trade Marks or any part of them;
6.5.2 use any trade marks, trade names or get up which resemble the Trade Marks and/or Our get up in any way which would be likely to confuse or mislead the public or any section of the public;
6.5.3 apply for or seek to register any of the Trade Marks, or any words or names which are similar to or likely to be confused with Our Trade Marks;
6.5.4 do or omit to do, or authorise any third party to do or omit to do, anything which could invalidate or be inconsistent with or denigrate the Trade Marks or bring them into disrepute.
6.6 We shall be free to utilise for the benefit of Our other customers any skill and/or know-how that We may develop or acquire in the performance of the Services.
7. Cancellation
7.1 Your cancellation rights prevail over any other circumstances in which You may be entitled to cancel your subscription under these Terms. You may cancel Your subscription for the Service if You register with Us on the Website, at any time by visiting your subscriptions page or informing us in writing with a minimum of 7 days notice. If a scheduled payment falls within this period or you cancel via your subscription page we will not refund the last payment, but we will cancel the subscription as per your request.
7.2 We shall not be obliged to agree to any cancellation requests submitted other than in accordance with these terms. If We do agree to any cancellation request submitted other than in accordance with these terms You agree to pay to Us Our reasonable costs and expenses incurred as a direct result of Your cancellation.
8. Data Protection and Security
8.1 You shall ensure that when capturing personal data You will take the necessary steps to ensure all personal data transferred to Us is lawfully transferred and may be used by Us to provide the Service.
8.2. In this Clause 8.2, the expressions process, personal data, processor, controller and data subject shall bear their respective meanings given in Data Protection Legislation. If You are an Advertiser each of You and We shall comply with the Data Protection Legislation and to the extent that We process as processor personal data of which You are a controller:
8.2.1 We shall process the personal data for the purposes of providing Our services under this Agreement and otherwise undertaking Our obligations and exercising Our rights under this Agreement;
8.2.2 We shall process the personal data in accordance with Your instructions (provided that such instructions are within the scope of Our obligations under Agreement) unless otherwise required by law or any regulatory body (in which case We shall, where permitted, inform You of that legal requirement before processing);
8.2.3 We shall process the personal data during the term of this Agreement (and following termination to the extent required to perform any post termination obligations).
8.2.4 We shall process the personal data ensuring that any of Our processing is undertaken only by persons authorised to process the personal data who are subject to a duty of confidence in respect of any such personal data to which they may have access.
8.2.5 You acknowledge that We are authorised to appoint sub-processors from time to time. In the event that We wish to appoint any new sub-processors We shall inform you accordingly and give You the right to comment on the appointment, We shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this Clause 8.2 as if the processing being carried out by the sub-processor was being carried out by Us (and We shall be liable for the acts and omissions of such sub-processors as if they were Our own acts and omissions).
8.2.6 We shall not under any circumstances transfer or allow the transfer of the Customer Personal Data outside the United Kingdom or European Economic Area other than as permitted by Chapter 5 of the GDPR
8.2.7 We shall implement such security measures as required to enable the personal data to be processed in compliance with obligations equivalent to those imposed on You by article 32 of the GDPR;
8.2.8 We shall notify You without undue delay on becoming aware of a personal data breach and cooperate with You to resolve such issue (at Your cost);
8.2.9 We shall at Your expense, provide such assistance as You may reasonably require to assist You to comply with Your obligations to keep the personal data secure, allow You to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of such personal data and/or respond to requests made by data subjects pursuant to Data Protection Legislation;
8.2.10 We shall upon Your written request: (a) provide details in writing of Our data processing activities in respect of such personal data; and (b) on reasonable notice allow You to audit Our compliance with the terms of this Clause (subject to any requirements or restrictions that We may impose to safeguard the personal data We hold on behalf of other clients and/or avoid unreasonable disruption to Our business);
8.2.11 We shall upon termination of this Agreement, return or delete such personal data (and delete any copies, save to the extent retention is required by law, for record-keeping purposes or where we are entitled to hold such personal data as controller); and
8.2.12 in relation to Our processing of such personal data:
The categories of data subjects to which the personal data relates: Snizlers and their activities;
The type of data which may be processed: activity on the Services, usernames
The nature and purpose of data processing activities: using the personal data for the purpose of fulfilling Our obligations under this Agreement.
9. Ending the Contract
9.1 If You are a Snizler You can end Your contract with Us at any time by deleting the App or e-mailing Us to this effect at [email protected]
9.2 If You are an Advertiser this Agreement shall remain in force for the Advertiser Term unless terminated earlier in accordance with these Terms.
9.3 We may terminate this Agreement at any time by serving at least 5 Business Days prior written notice on You.
9.4 If You:
9.4.1 breach the terms of this Agreement and, if the breach is capable of remedy, You do not remedy the breach within 14 days of receiving notice from Us requiring the breach to be remedied;
9.4.2 persistently breach any one or more terms of this Agreement;
9.4.3 provide incomplete, materially inaccurate or misleading facts and/or information in connection with this Agreement;
9.4.4 propose to compound with Your creditors or have a bankruptcy petition presented against You;
9.4.5 *cease or threaten to cease to carry on business, apply for an interim order under Section 252 Insolvency Act 1986, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;
9.4.6 appear to Us, due to Your credit rating, to be financially inadequate to meet Your obligations under the Agreement; and/or
9.4.7 appear reasonably to Us to be about to suffer any of the above events,
then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in Clause 9.6
9.5 If any of the events set out in Clause 9.4 occurs in relation to You then:
9.5.1 We may withhold provision of the Service;
9.5.2 *We may cancel, terminate and/or suspend without Liability to You this Agreement and/or any other agreement between Us and You;
9.5.3 all monies owed by You to Us under this Agreement and any other agreement between You and Us shall immediately become due and payable;
9.5.4 if You are an Advertiser all Your Promotions will be removed from the Website, the App and the Snizl Platform; and/or
9.5.5 no Advertiser Fee will be refunded.
10. THINGS FOR WHICH WE DO NOT HAVE LIABILITY
10.1 THE ADVERTISER ACCEPTS THAT IT IS LIABLE FOR ALL TRANSACTIONS WITH ALL SNIZLERS AND EACH SNIZLER AGREES THAT ITS SOLE REDRESS IN RELATION TO ANY TRANSACTION IS AGAINST THE RELEVANT ADVERTISER OF THAT TRANSACTION. WE SHALL HAVE NO LIABILITY FOR ANY PRODUCTS OR SERVICES OR CONTENT ACCESSED, DOWNLOADED, PURCHASED, OFFERED OR PROVIDED OR DELIVERED BY THIRD PARTIES VIA THE WEBSITE, THE APP OR THE SNIZL PLATFORM. WE SHALL HAVE NO LIABILITY TO ANY SNIZLER FOR THE INACCURACY, UNAVAILABILITY OR MISDESCRIPTION OR UNLAWFULNESS OF ANY GOODS, SERVICES AND/OR OTHER OFFERING PROMOTED VIA SNIZL AND/OR THE SNIZL PLATFORM BY ANY ADVERTISER.
10.2 *THE SERVICE IS PROVIDED “AS IS” AND WE PROVIDE NO WARRANTY IN RELATION TO IT. YOU SHALL WHERE REASONABLE GIVE US A REASONABLE OPPORTUNITY TO REMEDY ANY MATTER FOR WHICH WE ARE LIABLE BEFORE YOU INCUR ANY COSTS AND/OR EXPENSES IN REMEDYING THE MATTER YOURSELF. IF YOU DO NOT DO SO WE SHALL HAVE NO LIABILITY TO YOU FOR THAT MATTER.
10.3 *YOU SHALL WHERE REASONABLE PRODUCE TO US WRITTEN EVIDENCE OF ANY CLAIMS FOR WHICH YOU ALLEGE WE ARE LIABLE TOGETHER WITH WRITTEN DETAILS OF HOW THE LOSS WAS CAUSED BY US AND THE STEPS YOU HAVE TAKEN TO MITIGATE THE LOSS BEFORE WE SHALL HAVE ANY LIABILITY FOR THE CLAIM BY YOU.
10.4 NEITHER YOU NOR WE SHALL HAVE ANY LIABILITY TO EACH OTHER FOR ANY MATTERS WHICH NEITHER YOU NOR WE COULD FORESEE AT THE DATE OF THE AGREEMENT.
10.5 WE SHALL HAVE NO LIABILITY FOR ANY MATTERS WHICH WERE NOT CAUSED BY OUR BREACH OF THE AGREEMENT. YOU SHALL HAVE NO LIABILITY TO US FOR ANY MATTERS WHICH WERE NOT CAUSED BY YOUR BREACH OF THE AGREEMENT.
10.6 IF YOU ARE A CONSUMER WE SHALL HAVE NO LIABILITY TO YOU FOR ANY LIABILITIES YOU SUFFER WHICH RELATE SOLELY TO ANY BUSINESS UNDERTAKEN BY YOU.
10.7 *WE SHALL HAVE NO LIABILITY TO YOU FOR ANY:
10.7.1 CONSEQUENTIAL LOSSES;
10.7.2 LOSS OF PROFITS AND/OR DAMAGE TO GOODWILL;
10.7.3 ECONOMIC AND/OR OTHER SIMILAR LOSSES; AND
10.7.4 SPECIAL DAMAGES AND INDIRECT LOSSES.
10.9 EACH OF THE LIMITATIONS AND/OR EXCLUSIONS IN THIS AGREEMENT SHALL BE DEEMED TO BE REPEATED AND APPLY AS A SEPARATE PROVISION FOR EACH OF:
10.9.1 LIABILITY FOR BREACH OF CONTRACT AND/OR UNDER THIS AGREEMENT;
10.9.2 *LIABILITY FOR BREACH OF ANY DUTY OF CARE (INCLUDING NEGLIGENCE);
10.9.3 *LIABILITY FOR BREACH OF STATUTORY DUTY; AND
10.9.4 *LIABILITY FOR BREACH OF COMMON LAW,
EXCEPT CLAUSE 10.8 WHICH SHALL APPLY ONCE ONLY IN RESPECT OF ALL THE SAID TYPES OF LIABILITY.
10.10 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO OUR NEGLIGENCE OR ANY LIABILITY WHICH IS DUE TO OUR FRAUD OR ANY OTHER LIABILITY WHICH WE ARE NOT PERMITTED TO EXCLUDE OR LIMIT AS A MATTER OF LAW.
10.11 *ALL WARRANTIES, TERMS, CONDITIONS AND DUTIES IMPLIED BY LAW RELATING TO FITNESS, QUALITY OR ADEQUACY ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT;
10.11.1 YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
10.11.2 YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; AND/OR
10.11.3 ANY INFORMATION YOU OBTAIN FROM, VIA OR AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
10.12 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY OF YOUR STATUTORY RIGHTS WHICH MAY NOT BE EXCLUDED OR LIMITED DUE TO YOU ACTING AS A CONSUMER. ANY PROVISION WHICH WOULD BE VOID UNDER ANY CONSUMER PROTECTION LEGISLATION OR OTHER LEGISLATION SHALL TO THAT EXTENT, HAVE NO FORCE OR EFFECT.
10.13 THE LIMITATIONS IN THIS AGREEMENT ARE NECESSARY IN ORDER TO ALLOW US TO PROVIDE THE SERVICE AT THE CURRENT RATES.
11. General
11.1 Please contact Us via the Website situated at the URL www.snizl.com with any queries in relation to this Agreement and/or the Service.
11.2 Our VAT registration number is GB 221184544 and Our registered office is Suite 3, Elizabethan House, Leicester Rd, Lutterworth, England, LE17 4NJ.
11.3 No waiver by Us of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
11.4 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
11.5 Neither We nor You shall have any Liability to the other for any delay in performance of this Agreement (other than in relation to payment) to the extent that such delay is due to any events outside the affected party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, utility outages, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If a party is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
11.6 You shall not assign Your interest in the Agreement (or any part) or Your account with Us without Our written consent.
11.7 All third party rights are excluded and no third party shall have any right to enforce this Agreement. This shall not apply to members of Our group from time to time who shall, subject to Our consent, have the right to enforce this Agreement as if they were Us. Any rights of a third party to enforce this Agreement may be varied and/or extinguished by agreement between the parties to this Agreement without the consent of any such third party.
11.8 This Agreement its interpretation and all claims arising from this Agreement or in relation to it including non-contractual claims are governed by and interpreted in accordance with English law and You and We agree to submit to the non-exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with this Agreement or use of the Service including all non-contractual claims.