Terms & Conditions

Medical Disclaimer

The Company provides health, wellbeing, mental wellbeing, nutrition and fitness programs, which may consist of online information, diet plans, recipes, exercises, forums and professional in-person training and consultation (Programmes). Such Programmes include Slimming Redefined programme, Wellbeing Redefined programme, Slimming Redefined Support programme and Positive Education Redefined programme. Our websites and each of the Programmes are made available subject to this Medical Disclaimer.

You must read the disclaimer and checklist below, ticking to say you have read and agree to abide by the terms.

  1. CHECKLIST

1.1 You must complete this checklist before commencing any of the diets/exercise programmes recommended on the website or before commencing/signing up to the programmes. We always recommend speaking to your usual or appropriate health professional before starting any diet or exercise programme.

1.2 If you think you may be suffering from any medical condition, you should seek immediate medical attention.

1.3 The diets and/or the programs are not recommended for the following:

(a) People who are underweight and/ or have an eating disorder, or a history or suspicion of an eating disorder.

(b) Children (under 18 years old)

(c) Type 1 diabetics

(d) Pregnant women, breast feeding mothers or anyone undergoing fertility treatment

(e) People who have a significant psychiatric disorder or substance abuse.

(f) People who are under active investigation or treatment, or have a significant medical condition affecting ability to comply with diet.

(g) People who have had a recent cardiac event, myocardial infarction or cerebrovascular accident (<3 months previously) or other heart abnormalities.

(h) People who have had uncontrolled heart disease, uncontrolled hypertension, or kidney failure

(i) People who are feeling unwell, have a fever, are frail or recovering from significant surgery (<6 months ago).

(j) People who are on insulin. This is to avoid a potentially dangerous drop in blood sugar (hypo).

(k) People who are on ‘flozin’ medication (known as SGLT2 inhibitors, taken to reduce blood sugars, such as Dapaglifozin of Canagliflozin). This is to avoid the rare complication and potentially dangerous condition called euglycaemic diabetic ketoacidosis (DKA), where despite having normal or only mildly raised ketones the medication can mask a serious complication of diabetes requiring urgent attention.

1.4 Use CAUTION and discuss with a medical professional before commencing the diets and/or programmes and if any of the following apply:

(a) You have a significant underlying medical condition

(b) If you have type 2 diabetes and are on medication, it will be necessary to adjust your medication. It may need to be reduced or stopped as blood sugars improve and to avoid hypos.

(c) If you are on certain diabetic medication and have ‘hypoglycaemia unawareness’ (you cannot tell if you have a ‘hypo’ when your sugar level drops).

(d) If you are on blood pressure medication this may need to be reduced or stopped as blood pressure improves.

(e) Those with a psychiatric history in the past

(f) If you are taking other medications, e.g. Warfarin.

(g) If you have moderate or severe retinopathy you will need extra screening within 6 months (as retinopathy can sometimes get worse when blood sugar improves) (h) People with epilepsy (though there is some evidence that diet can improve epilepsy)

1.5 We always recommend speaking to your usual or appropriate health professional before starting any exercise programme. In particular, if you answer yes to any of the questions below, you should consult your doctor before commencing the programme and/or exercises suggested on the websites:

(a) Do you feel pain in your chest when you do physical activity?

(b) Have you been told by your doctor that you should only do physical activity recommended by a doctor because you have a heart condition?

(c) Have you had any chest pain in the past month when not doing physical activity?

(d) Do you lose your balance as a result of dizziness or do you ever lose consciousness/collapse?

(e) Do you have a bone or joint problem (e.g. back, knee, or hip) that could be made worse by exercise?

(f) Is your doctor currently prescribing medication for your blood pressure or heart condition?

(g) Do you have any injuries and/or are unwell?

(h) Do you have asthma?

(i) Do you have any medical conditions that prevent you from doing exercise?

(j) Do you know of any other reason why you should not do physical activity?

  1. MEDICAL DISCLAIMER

2.1 Our websites and Programmes contain general information about medical conditions, nutrition, health, mental wellbing and diets. The information is not advice and should not be treated or construed as such.

2.2 The medical information on our websites and Programmes are provided without any representations or warranties, express or implied. We make no representations or warranties in relation to the medical information on our websites and Programmes. You must not rely upon such information for any particular diagnosis, treatment, or care. Our website and the Programmes are not a substitute for medical advice and/or medical treatment.

2.3 Without limitation, we do not warrant or represent that the medical information on our websites and Programmes will be constantly available, or available at all; nor is it complete, true, accurate, current and not misleading.

2.4 Before starting any diet, you should speak to your doctor. You must not rely on the information on our websites and Programmes as an alternative to medical advice from your doctor or other professional healthcare provider. If you have any specific questions about any medical matter, you should consult your doctor or other professional healthcare provider.

2.5 The Company, authors and contributors cannot guarantee that the Programmes, recipes, meal guides, exercise plans, forums, programme content and any other information on the Website are safe and proper for every individual users. Therefore, each Programme is offered without warranties or guarantees of any kind, express or implied, and the authors disclaim any liability, loss or damage caused by the Website and programmes contents, either directly or consequentially. No EU or other government regulatory body has evaluated the recipes and information seen on the Website. The Programmes, recipes and other information are also not intended to diagnose, treat, cure or prevent any disease or condition.

2.6 NEITHER THE COMPANY, NOR ANY AUTHORS AND/OR CONTRIBUTORS SHALL BE HELD LIABLE FOR ANY IMPROPER OR INCORRECT USE OF THE INFORMATION AND PROGRAMMES FOUND AND CONTAINED ON THE WEBSITE. WE ASSUME NO RESPONSIBILITY FOR ANYONE’S USE OF THE INFORMATION.

2.7 USING THE INFORMATION PROVIDED ON THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO BODY, HEALTH AND CONDITION THAT MIGHT ARISE AS A RESULT OF USING THAT INFORMATION. IN NO EVENT SHALL THE COMPANY OR ITS AUTHORS AND/OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), OR ANY OTHER THEORY ARISING IN ANY WAY OUT OF THE USE OF THIS SYSTEM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LEGAL DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY, WHETHER BASED ON ALLEGED BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.

2.8 EACH USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS, THE COMPANY, AUTHORS, CONTRIBUTORS, ANY ENTITY JOINTLY CREATED BY THEM, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF THE USE OF THE WEBSITE AND/OR PROGRAMS.

2.9 Nothing in this medical disclaimer will:

(a) limit any of our liabilities in any way that is not permitted under applicable law; or

(b) exclude any of our liabilities that may not be excluded under applicable law.

Programme Terms & Conditions

INTRODUCTION

These Conditions, together with any and all other documents referred to herein, set out the terms on which we provide our Product to registered account holders through this Website. Please read these Conditions carefully and ensure that you understand them before purchasing a Product from us. You will be required to accept these Conditions when ordering a Product. If you do not agree to comply with and be bound by these Conditions, you will not be able to purchase a Product.

The Website is owned and operated by Feel Amazing Ltd, Registered Number 11577261 (the “Supplier”) whose registered office is at Mirador, Horton Road, Ashley Heath, Ringwood, Dorset BH24 2EJ. Use of our Website is subject to our Website Terms & Conditions. Please ensure that you have read them carefully and that you understand them.

All personal information that we may collect from you will be collected, used and held in accordance with our Privacy & Cookie Policy and your rights under data protection legislation.

AGREED TERMS

Interpretation

1.1. Definitions. In these Conditions, the following definitions apply:

1.1.1. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.1.2. Charges: the charges payable by the Customer for the supply of the Product purchased via our Website in accordance with clause 5 (“Charges and Payment”) below.

1.1.3. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.

1.1.4. Contract: the agreement and contract between the Supplier and the Customer for the supply of the Product in accordance with these Conditions and any other terms referred to herein.

1.1.5. Customer: the person or firm who purchases Services or a Product from the Supplier.

1.1.6. Deliverables: the deliverables associated with the Product purchased by the Customer.

1.1.7. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.1.8. Order: the Customer’s order for a Product via our Website.

1.1.9. Product: the Programme and Subscription.

1.1.10. Programme: the Supplier’s 12-week programme for the provision of meal plans, exercise plans, a monitored forum, educational content, mindfulness guides, and such other services or content as provided  by  the Supplier from time to time.

1.1.11. Services: meal and exercise planning services, quizzes, monitored forum and educational and mindfulness content, including the Deliverables, supplied by the Supplier to the Customer in accordance with the Order.

1.1.12. Subscription: a monthly subscription to the Services which begins automatically upon completion of the Programme.

1.1.13. Website: the website at https://www.feel-amazing.org

1.2. Construction. In these Conditions, the following rules apply:

1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2. a reference to a party includes its personal representatives, successors and permitted assigns;

1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;

1.2.4. any obligation on a party not to do something includes an obligation not to allow that thing to be done;

1.2.5. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.6. a reference to writing or written includes faxes and emails.

Age Restrictions and Basis of contract

2.1. Customers may only purchase a Product through the Website if they are at least 18 years of age and agree to the Supplier’s Medical Disclaimer.

2.2. The Website will guide the Customer through the Order process. The Order constitutes an offer by the Customer to purchase a Product in accordance with these Conditions.

2.3. The Order shall only be deemed to be accepted when the Supplier issues an email confirmation of the Order (following verification by the Supplier of the Customer’s email address, such confirmation to generally occur within 24 hours), at which point and on which date the Contract shall come into existence. Confirmations will include details of the Product purchased, including its duration (including the start date and renewal date), price and full details of the main characteristics of the Services available as part of it.

2.4. The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.6. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Supply of Services

3.1. The Product and Services have been designed in consultation with qualified professionals in order to assist Customers to improve their health, fitness and/or nutrition. However the Supplier cannot guarantee particular outcomes for individual Customers.

3.2. All participation in a Product requires accessing the Services online on a regular basis, in order to access (among other information and features) diet plan and exercise prescriptions.

3.3. A Product may be designed to take place over a specific period. The Supplier shall make the online Services available to the Customer over for the duration of such period. Whether the Services will remain accessible following such period (and for how long) will depend on the scope of services and inclusions advertised by the Supplier in relation to that Product.

3.4. Trial memberships: From time to time, we may offer certain customers specific trial memberships, which are subject to these Terms except as otherwise stated. Trial members may at any time choose not to convert or continue to paid membership as set out in these Terms. Members can cancel their trial through their account, or by emailing admin@feel-amazing.org.

3.5. Individual results may vary depending on:

3.5.1. The Customer’s health, injuries or health conditions;

3.5.2. Environmental factors, including access to the internet or ingredients;

3.5.3. Other matters particular to the Customer or otherwise outside of the Supplier’s control.

3.6. Each Product may provide the Customer with general medical advice. The Supplier does not provide personalised medical advice to any Customer as part of a Product. The Supplier recommends the Customer consult a qualified medical practitioner such as a general practitioner (GP) if they have any concerns about their health or the content of a Program as it relates to them personally.

3.7. The Supplier shall supply the Product and Services in to the Customer in accordance with the Order in all material respects.

3.8. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.

3.9. The Supplier shall have the right to make any changes to the Product or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

3.10. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

  1. Customer’s obligations

4.1 The Customer shall:

4.1.1. ensure that the terms of the Order and any information it provides in the Order are complete and accurate;

4.1.2. cooperate with the Supplier in all matters relating to the Services;

4.1.3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate and kept up-to-date in all material respects;

4.1.4. prepare the Customer’s premises for the supply of the Services, as the Supplier may reasonably require in order to supply the Services;

4.1.5. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.

4.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

4.2.1. the Supplier shall, without limiting its other rights or remedies, have the right to suspend the Product or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

4.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and

4.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Charges and payment

5.1.The Charges for the Services shall be as set out in the Order or, if no price is quoted, the price set out on the Website at the time the Order is placed. If there are any discrepancies between prices published on our Website and prices appearing in an Order, the prices in the Order shall prevail.

5.2. For Product purchases, the Charges for the initial 12-week Programme shall be payable in full in cleared funds upon placement of an Order. By purchasing a Product, the Customer agrees to be automatically enrolled in a Subscription at the Programme’s termination. Monthly Charges for the Subscription will begin from the date of the Programme’s termination and will recur monthly thereafter.

5.3. If a free trial is advertised, funds will not be charged until after the free trial has finished. Payment will be taken automatically after the free trial ends. The length of the free trial will depend on the length advertised upon purchase of the programme.

5.4. All payments shall be made via credit card or debit card. Time of payment is of the essence.

5.5. Unless otherwise stated, the price of the Services will be inclusive of amounts in respect of value added tax (“VAT”). Where exclusive of VAT, the Customer shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services.

5.6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract.

5.7. The Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will not affect any Order that a Customer has already purchased but will apply to any future Orders.

5.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

Intellectual property rights

6.1. All Intellectual Property Rights in or arising out of or in connection with the Website, Product and the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Any publication of Product content by  the Customer is a violation of the Supplier’s Intellectual Property Rights.

6.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

6.3. All Supplier Materials are the exclusive property of the Supplier, or its licensors (as the case may be).

Confidentiality

7.1.Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations setout in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a

breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.

Limitation of liability and indemnity

8.1. The Product and Services supplied to the Customer are general advice only and is not a substitute for medical care. The Customer should consult a medical professional before beginning a Product or using any of the Services.

8.2. The Supplier cannot guarantee that a Product or any of the Supplier’s Services will produce specific results or that they will be suitable for the Customer. Personalised Products are general advice only and is not a substitute for medical advice. The Customer is responsible for determining whether any information provided by the Supplier is suitable.

8.3. The Supplier cannot guarantee that any meal plan or recipe is suitable for any of the Customer’s dietary restrictions, irrespective of any tags or labelling on a meal plan or recipe. The Customer is responsible for ensuring all meals or recipes suit their dietary restrictions, including verifying any ingredients purchased to make such meals or recipes.

8.4. Exercise. Recommended exercises are performed at the Customer’s own risk. Exercise plans do not take injuries into account. The Customer should consult a healthcare professional before starting a new exercise regime, especially with regards to High Intensity Interval Training (“HIIT”). Guides are not intended to replace personalised consultations with suitably qualified professionals. If a Customer experiences any pain or discomfort while participating in any physical exercise, while following any instructions in an exercise guide, the Customer is advised to immediately cease the exercise and consult a doctor or physiotherapist.

8.5. Forum.

8.5.1. Advice given in the forum (or by any other means) is general in nature. Only general advice is permitted to be discussed in the forum. No user (including the Supplier’s health professionals) may provide, or purport to provide, personal medical advice to any other individual within the forum. The Supplier cannot guarantee the advice of others on the forum.

8.5.2. All users are expected to use the forum in a way that is consistent with the values of tolerance and mutual respect. The Supplier reserves the right to monitor and suspend the account of any user that the Supplier determines, in its sole discretion, posts or otherwise communicates with other users in a way that:

8.5.2.1. Promotes hate or intolerance towards an individual or class of people;

8.5.2.2. Promotes violence;

8.5.2.3. Promotes hateful or negative content; or

8.5.2.4. Promotes any other negative or antisocial behaviour.

8.6. Mindfulness. The Customer is responsible for ensuring that mindfulness activities are performed in a safe environment. Mindfulness activities should not be performed whilst driving, operating heavy machinery, or in any other situations that require the Customer to remain alert.

8.7. Educational Content. Educational content is general in nature. The Customer is responsible for determining whether educational content is applicable to the Customer. The Customer should consult a healthcare provider before applying any advice or educational content.

8.8. Meal Plans. Meal plans may not be suitable for everyone. The Customer should consult a healthcare professional prior to following a meal plan, especially for meal plans that incorporate calorie restriction. The Supplier is not responsible for any nutritional deficiencies caused by following a meal plan. The Supplier cannot guarantee specific results will be achieved by following a meal plan.

8.9. Assessments. Results from our personalisation assessment and/or fitness assessment are general in nature. The Customer should consult a healthcare professional prior to following the results of an assessment.

8.10. Tracker. The Customer is responsible for ensuring a healthcare provider monitors any metrics input into the Supplier’s tracking tool. The Supplier is not responsible for notifying the Customer or a healthcare provider when metrics such as BMI or blood sugar fall outside the advisable range.

8.11. Nothing in these Conditions shall limit or exclude the Supplier’s (or its employees’, agents’ or subcontractors’) liability for:

8.11.1. death or personal Injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

8.11.2. fraud or fraudulent misrepresentation; or

8.11.3. any other liability to the extent such liability may not be excluded or limited as a matter of law.

8.12. Subject to the aforesaid

8.12.1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and

8.12.2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Charges paid by the Customer to the Supplier in the 6-month period prior to the claim.

8.13. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.14. The Customer shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Customer or its agents or employees.

8.15. This clause shall survive termination of the Contract.

Termination

9.1. The Customer may end the Contract at any time.  Unless the Customer opts out of the automatic Subscription enrollment, the Contract will continue in force after the 12-week Programme period. If the Customer opts out of the Subscription, the Contract will cease automatically. Once a Subscription has begun, the Contract will cease when the Subscription is cancelled.

9.2. If a cancellation or a change is set to take effect or apply before the end of a current Subscription, the Customer will continue to have access to the Subscription services for the remainder of the current month.  Refunds will only be available during the first two (2) weeks of the 12-week Programme. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

9.3. Without limiting its other rights or remedies, the Supplier may terminate the Contract at any time by giving the Customer one month’s notice in writing and, unless termination is the fault of the Customer, the Supplier shall refund to the Customer any Charges paid for services not yet received.

9.4. The Supplier may terminate the Contract immediately if the Customer is in breach of the Contract or any other agreement between the Customer and the Supplier (including but not limited to the Supplier’s Forum Guidelines or Website Terms & Conditions).

9.5. The Supplier may suspend provision of the Product or the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the Customer may be unable to pay its debts as and when they fall due, or if the Customer stops carrying on business or threatens to do so.

9.6. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

  1. Consequences of termination

 10.1. On termination of the Contract for any reason:

10.1.1. the Customer shall immediately pay to the Supplier any outstanding Charges and interest due; 10.1.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

10.1.3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

10.1.4. clauses which expressly or by implication survive termination shall continue in full force and effect.

10.1.5 Force majeure

11.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 30 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

General

12.1. Changes to these Terms. The Supplier may revise these Terms at any time by amending this page. Please check this page from time to time for any changes, as they are binding on you upon your first use of the Services after the changes have been introduced. In the event of any conflict between the current version of these Terms and any previous version(s), the provisions that are current and in effect will prevail (unless it is expressly stated otherwise).

12.2. Assignment and other dealings.

12.2.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

12.2.2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

12.3. Notices.

12.3.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

12.3.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause [12] (“Notices”); if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

12.3.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.4. Severance

12.4.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.4.2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.5. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.6. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.7. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.8. Variation. The Supplier may revise these Conditions from time to time in response to changes in relevant laws and other regulatory requirements.  If the Supplier changes these Conditions as they relate to the Customer’s Product, it will give the Customer reasonable advance notice of the changes and provide details of how to cancel if the Customer is not happy with them.

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

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