MYBUSINESSWORKS - SUBSCRIBER TERMS AND CONDITIONS

Thank you for choosing to subscribe to MyBusinessWorks.

MyBusinessWorks comprises of multiple products. Whilst these are relevant for most types of businesses we cannot guarantee that you will benefit from all the features of this service.

The provision of MyBusinessWorks, and the products and services contained within it, is governed solely by these Subscriber Terms and Conditions, which is an agreement made between you ("You") and Business Centric Services Group Limited ("BCSG") and sets out our commitments to You and your commitments to us.

Where You have been introduced to MyBusinessWorks by Barclays Bank PLC ("Barclays"), it should be noted that Barclays is acting solely as an introducer of BCSG and not as its partner, representative or agent. As such, the Application and your receipt of BSCG Services shall be governed by an agreement between you and BCSG, not by an agreement between you and Barclays. Accordingly, Barclays accepts no liability relating to your use of either the BSCG Services or the Application, save in relation to any: (i) fraud or fraudulent misrepresentation made by Barclays; (ii) death or personal injury caused by the negligence of the Barclays Group and/or its employees, subcontractors and/or agents; or (iii) any other liability that cannot be excluded at law. Barclays Group means Barclays (as defined), its parent company and any companies Barclays or its parent company totally or partly own at any time.

If you are unsatisfied in any way with MyBusinessWorks, you should contact BCSG on 0845 60 80 280 or e-mail support@mybusinessworks.co.uk.

As of 1 July 2015, calls to 084 numbers will have the service charge capped at 7p per minute plus your phone company’s access charge. For example, O2’s access charge is as follows: from mobiles, 25 pence per minute, from landlines, 5 pence per minute.

YOUR AGREEMENT WITH BCSG

These terms and conditions are important.  Please read them carefully and in their entirety as they set out our commitments to you ("Customer" or "You") and your commitments to us.

You must read, accept and thereafter adhere to these terms in order to use the Services.  These terms and conditions may be updated from time to time.  The latest version of the terms can be accessed atwww.mybusinessworks.co.uk/terms and any material change to these terms will be notified to You via email a minimum of 30 days before any changes come into force.

These terms and conditions should be read in conjunction with our Privacy Policy which is available at www.mybusinessworks.co.uk/privacy.

Note: The Products which form part of the Services (with the exception of the MyBusinessWorks Helpline, the MyBusinessWorks Dashboard, LegalManager and thisEcho) are supplied by Third Party Product Providers.  As such, additional terms and conditions govern Your use of each Product and it is a requirement of Your subscription to the Services that You read and accept all additional terms and conditions of each Third Party Product Provider listed below and of LegalManager and thisEcho prior to using the Services and/or relevant Product. 

These additional terms and conditions are set out at: www.mybusinessworks.co.uk/partner_terms

If these additional terms and conditions are not acceptable to You, You must stop using the Services and must notify us within 30 days of the date on which you agreed to subscribe to the Services (the Subscription Date).  In such event, we will issue a full refund to You for any amounts already paid under this Agreement.  

1. The definitions and rules of interpretation in this clause apply in this Agreement

"Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by You to use the Products and the Services, as applicable, as further described in Clause 2;

"Business Day" means a day in which banks are open for business in the City of London and which is not a Saturday, Sunday or a Public Holiday in England;

"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such, or identified as Confidential Information in Clause 9 including: (i) for You: Customer Data; and (ii) for Us: the results of any performance tests of the Services;

"Customer Data" means the data submitted (via www.mybusinessworks.co.uk or any other website notified to You by Us from time to time) by the You, Authorised Users, or Us on Your behalf for the purpose of using the Services or facilitating Your use of the Services;

"Customer" or "You" means the customer who has provided their details on the Order Form for the provision of Services under this Agreement and "Your" and “Yours” shall be construed accordingly;

"Intellectual Property Rights" means any and all patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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;

"Normal Business Hours" means 9.00 am to 5.30 pm GMT, each Business Day;

"Order Form" means the online and/or printed Order Form completed by You used to subscribe to the Services;

"Products" means the online software applications provided by the Us or the Third Party Product Provider, as applicable, as part of the Services (collectively My BusinessWorks Dashboard, FreeAgent, LegalManager, LivePlan, Mozy Pro, QuickBooks Online Essentials, thisEcho, MyBusinessWorks Training, Moonfruit, bOnline and Sage One Accounts or as replaced from time to time with materially similar software) and references to an individual "Product" shall be construed accordingly;

"Services" means the subscription services, incorporating the Products, provided by Us or a Third Party Product Provider, as applicable, to You under this Agreement via www.mybusinessworks.co.uk or any other website notified to the You by Us from time to time;

"Subscription Date" means the date on which you agree to subscribe to the Services by first accepting the summary terms and conditions;

"Subscription Fees" means the subscription fees payable by You to Us following any specified free trial period in respect of the User Subscriptions, as set out in the Order Form;

"Subscription Term" has the meaning given in Clause 12.1;

"Supplier" or "Us" or “We” means Business Centric Services Group Limited, a company registered in England and Wales (Company Number 06564282) and having its registered offices at 130 Old Street, London, EC1V 9BD and "Our" shall be construed accordingly;

"Third Party Product Provider" means the relevant third party supplier of each Product, specifically:

• Palo Alto Software Limited as provider of LivePlan and the Palo Alto customer support helpline;

• Free Agent Central Limited as provider of FreeAgent;

• Intuit Limited as provider of QuickBooks Online Essentials;

• Sage Group PLC as provider of Sage One Accounts;

• bOnline Limited as provider of bOnline;SiteMaker Software Ltd as provider of Moonfruit;

*; and

• Decho Corporation as provider of Mozy Pro;

along with any additional third party suppliers who may be added by BCSG from time to time.

Additionally, within the LegalManager Product provided by Us, the document preparation service shall be provided by Epoq Legal Limited; (where applicable) within the thisEcho Product the domain name availability search and registration service and the email hosting service shall be provided by Tucows Inc. or OpenSRS.

"User Subscriptions" means the user subscriptions purchased by You pursuant to Clause 2 which entitle Authorised Users to access and use the Services and/or the Products, as appropriate, in accordance with this Agreement; and

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

1.1       Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.2       A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assignees.

1.3       A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4       Words in the singular shall include the plural and vice versa.

1.5       The words "including" or "includes" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6       A reference to one gender shall include a reference to the other genders.

1.7       A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8       References to clauses and schedules are to the clauses and schedules of this Agreement.

2. User subscriptions

2.1       Subject to You purchasing the User Subscriptions in accordance with this Agreement, the restrictions set out in this Clause 2 and the other terms and conditions of this Agreement, We hereby grant You a non-exclusive, non-transferable right to permit Authorised Users to access and use the Services during the Subscription Term solely for Your internal business operations.

2.2       You may:

2.2.1      register for additional products and services subject to additional charges such charges being more fully described at www.mybusinessworks.co.uk/pricing, from the MyBusinessWorks Dashboard and/or by calling the MyBusinessWorks helpline;

2.2.2      register additional Authorised Users:

(a)           for the MozyPro Product subject to an additional charge by calling the MyBusinessWorks helpline such charges being more fully described at www.mybusinessworks.co.uk/pricing; and

(b)           for the FreeAgent, Sage One Accounts, and QuickBooks Online Essentials Products without additional charge directly from within the respective Product.

2.3       In relation to the Authorised Users, You undertake that:

2.3.1   subject to Clause 2.2, the maximum number of Authorised Users that You authorise to access and use the Services shall not exceed the number of User Subscriptions You have purchased from time to time;

2.3.2   You will not allow or suffer any User Subscription to be used by more than one (1) individual Authorised User unless it has been reassigned in its entirety to such other individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

2.3.3   each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep their password confidential;

2.3.4   You shall permit Us to audit the Services. Such audit may be conducted no more than once per quarter, at Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Your normal conduct of business;

2.3.5   if any of the audits referred to in Clause 2.3.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Our other rights, You shall promptly disable such passwords and We shall not issue any new passwords to any such individual (unless such individual later becomes an Authorised User).

2.4       You shall use reasonable endeavours to procure that Authorised Users do not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.4.1   is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.4.2   facilitates illegal activity;

2.4.3   promotes unlawful violence;

2.4.4   is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

2.4.5   causes damage or injury to any person or property, and We reserve the right, without liability to You, to immediately disable Your access to any material that breaches the provisions of this Clause 2.

2.5       You shall not:

2.5.1   except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to:

(a)        copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products and/or Services (as applicable) in any form or media or by any means; or

(b)        reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products and/or Services;

2.5.2   access all or any part of the Services in order to build a product or service which competes with the Services;

2.5.3   use the Services to provide services to third parties; or

2.5.4   subject to Clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products and/or Services available to any third party except the Authorised Users, or

2.5.5   attempt to obtain, or assist third parties (except for Authorised Users) in obtaining, access to the Products and/or Services, other than as provided under this Clause 2;

2.6       You shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Services via the User Subscriptions and, in the event You become aware of any such unauthorised access or use, You will promptly notify Us upon becoming aware of such unauthorised access or use of the Services.

2.7       You acknowledge and accept that You may not be able to access the Services if Your terminals or other hardware do not meet the minimum system requirements listed on www.mybusinessworks.co.uk/system_requirements.

2.8       The rights provided under this Clause 2 are granted to You (and associated Authorised Users) only, and shall not be considered granted to any subsidiary or holding company of Yours.

3. Additional user subscriptions

3.1       Subject to Clause 3.2 and Clause 3.3, You may, from time to time during the Subscription Term, purchase additional User Subscriptions and We shall grant access to the 

Services (and associated Products) to such additional Authorised Users in accordance with the provisions of this Agreement.

3.2       If You wish to purchase additional User Subscriptions, You shall notify Us by contacting the MyBusinessWorks helpline. We shall evaluate such request for additional User Subscriptions and respond to You with approval or rejection of the request (such approval not to be unreasonably withheld).

4. YOUR data

4.1       You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

4.2       We shall, in providing the Services, comply with Our Privacy and Security Policy relating to the privacy and security of the Customer Data. Our Privacy and Security Policy is available at www.mybusinessworks.co.uk/privacy or such other website address as may be notified to You from time to time, as such document may be amended from time to time by Us at Our reasonable discretion.

4.3       If We process any personal data on Your behalf when performing Our obligations under this Agreement, the parties record their intention that You shall be the data controller and We shall be a data processor and in any such case:

4.3.1   You acknowledge and agree that the personal data may, where necessary, be transferred or stored outside the EEA or the country where You and the Authorised Users are located, in order to carry out the Services and Our other obligations under this Agreement;

4.3.2   You acknowledge and agree that Customer Data (including personal data) may be used by Us to provide welcome materials and/ or courtesy calls as part of an introduction to the Services and to provide on-going information regarding MyBusinessWorks. Certain communications form a core part of the Services including information relevant to Your business and tutorial material to help You make the most of the Services. You may  unsubscribe to these service communications at any time should You wish to do so. For the avoidance of doubt this shall not include marketing any services to which You are not subscribed. You may ‘opt in’ to receive such marketing communications during activation of the Services.

4.3.3   Where You have been introduced to MyBusinessWorks by Barclays, you acknowledge and agree that Customer Data (including personal data) will be transferred to Barclays Bank PLC by Us in connection with the Your Subscription to the Services for operational purposes including analysing sales performance and sales quality, and retaining a view of which Products You are or have been previously subscribed to;

4.3.4   You shall ensure that You are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer the personal data in accordance with this Agreement on Your behalf;

4.3.5   You shall ensure that any relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

4.3.6   We shall not pass any customer information, including Customer Data, to third parties (excluding Third Party Product Providers and third parties necessary for provision of the Services) without Your prior express consent;

4.3.7   We shall process the personal data only in accordance with the terms of this Agreement and its privacy policy available at www.mybusinessworks.co.uk/privacy and any lawful instructions reasonably given by You from time to time; and

4.3.8   each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. Third party providers

5.1       You acknowledge that the Services may enable or assist You to access the website content of, correspond with, and purchase products and services from, Third Party Product Providers.  Any contract entered into and any transaction completed via any third-party website is between You and the relevant Third Party Product Provider, and not Us.

5.2       Use of the Services is subject to You reading and accepting the terms and conditions of the Products from the Third Party Product Providers.  We shall use commercially reasonable endeavours to procure that such Third Party Product Providers terms and conditions shall be on substantially similar commercial terms to this Agreement and shall not be unduly onerous to You.  If such terms are not acceptable to You, You should not use the Services and contact Us within thirty (30) days of the Subscription Date and a refund will be given for payments already made by You under this Agreement. 

5.3       You acknowledge to Us and agree that the Products which comprise the Services are supplied by Third Party Product Providers.  As such, You expressly acknowledge to Us and agree that We shall have no liability to You for any losses (whether direct or indirect) incurred in connection with this Agreement, except pursuant to Clause 11 to this Agreement.

5.4       In the case of conflict or ambiguity between the terms of this Agreement and any terms and conditions for use of a Product entered into between You and a Third Party Product Provider, the terms of this Agreement shall take precedence to the extent of any such conflict or inconsistency. In the event of a conflict between this Agreement and Sage's Terms of Service, this Agreement will prevail where the conflict relates to billing. In all other respects, the Sage Terms of Service will take precedence as regards the Sage One Accounts Product.

6. OUR obligations and Warranties

6.1       We warrant to You that:

6.1.1   the Services will be performed with reasonable skill and care; and

6.1.2   the Services (and Products) shall comply with the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, and any other non-excludable implied statutory warranties.

6.2       The warranties at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Our instructions, or modification or alteration of the Services by any party other than Us, any Third Party Product Provider or any other party acting on Our instructions.  Notwithstanding the foregoing, We:

6.2.1   do not warrant that Your use of the Services will be uninterrupted or error-free; nor that the Services, or the information obtained by You through the Services will meet Your requirements; and

6.2.2   are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3       We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this Agreement.

6.4       The warranties in this Clause 6 shall not apply, and We shall not be under any obligation to provide the Services, in the event that You do not perform Your responsibilities under this Agreement in a timely and efficient manner, and such lack of performance directly impacts upon such related supplier warranty and/or obligation.

7. YOUR obligations

7.1       You shall:

7.1.1   pay the relevant User Subscriptions;

7.1.2   provide Us with such information as may be reasonably required by Us in order to render the Services, including but not limited to Customer Data, security access information and configuration services;

7.1.3   comply with all applicable laws and regulations with respect to Your activities under this Agreement;

7.1.4   use reasonable endeavours to procure that the Authorised Users use the Products and/or Services (as applicable) in accordance with the terms and conditions of this Agreement and You shall be responsible for any Authorised User’s breach of this Agreement;

7.1.5   notify Us promptly of any changes to Your details (including without limitation personal, contact and banking details) to allow Us, amongst other things, to comply with applicable laws and ensure that any relevant payments under this Agreement have been made;

7.1.6   accept and adhere to each Third Party Product Provider's terms and conditions for each Product (including those applicable to any additional products that You order at any time); and

7.1.7   be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

8. Proprietary rights

8.1       We confirm that We have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.

9. Confidentiality

9.1       Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.  A party's Confidential Information shall not be deemed to include information that:

9.1.1   is or becomes publicly known other than through any act or omission of the receiving party;

9.1.2   was in the other party's lawful possession before the disclosure;

9.1.3   is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

9.1.4   is independently developed by the receiving party, which independent development can be shown by written evidence.

9.2       Each party shall hold the other's Confidential Information in confidence and (unless and to the extent any disclosure is required by law, by any court of competent jurisdiction or by any regulatory or administrative body) not make the other's Confidential Information available to any third party other than a Third Party Product Provider where necessary for delivery of the Services, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

9.3       Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

9.4       Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.5       This Clause 9 shall survive termination of this Agreement, however arising.

10. Indemnity

10.1     We shall, subject to Clause 10.2, defend You, Your officers, directors and employees (including all Authorised Users) against any claim that the Services infringes any United Kingdom patent effective as of the Subscription Date, copyright, trade mark, database right or 

right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment, compromise or settlement of such claims, provided that:

10.1.1 We are given prompt notice of any such claim;

10.1.2 You provide reasonable co-operation to Us in the defence, compromise and/or settlement of such claim, at Our expense; and

10.1.3 We are given sole authority to defend, compromise or settle the claim.

10.2     In the defence, compromise or settlement of any third party claim (pursuant to clause 10.1), We shall first use all reasonable endeavours to procure the right for You to continue using the Services (including by way of replacing or modifying the Services so that they become non-infringing) or, if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days’ notice to You and refund any monies paid by You to Us under this Agreement for Services not yet provided to You.

10.3     In no event shall We, Our employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

10.3.1 a modification of the product and/or Services (as applicable) by anyone other than Us (including Third Party Product Providers); or

10.3.2 Your use of the Products and/or Services in a manner contrary to the instructions given to You by Us and/or any Third Party Product Provider via the Products, Services, this Agreement or any Third Party Product Provider terms and conditions.

11. Limitation of liability

11.1     This Clause 11 sets out  Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:

11.1.1 any breach of this Agreement;

11.1.2 any use made by You of the Products and/or Services or any part of them; and

11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2     We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any Third Party Product Provider that is beyond Our control.

11.3     Subject to clauses 6.1 and 11.4 and except where expressly and specifically provided otherwise in this Agreement:

11.3.1 You assume sole responsibility for results obtained from the use of the Products and/or Services by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Products and/or Services, or any actions taken by Us at Your direction; and

11.3.2 all warranties, representations, conditions and all other terms of any kind whatsoever (save those referred to in clause 6.1) are, to the fullest extent permitted by applicable law, excluded from this Agreement.

11.4     Nothing in this Agreement excludes Our liability:

11.4.1 for death or personal injury caused by Our negligence; or

11.4.2 for fraud or fraudulent misrepresentation.

11.5     Subject to Clause 11.3 and Clause 11.4:

11.5.1 neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

11.5.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amounts payable under this Agreement.

12. Term and termination

12.1           This Agreement shall commence on the Subscription Date and shall continue on a monthly basis until terminated by either party pursuant to Clause 12.2.1  the ("Subscription Term").

12.2           Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

12.2.1 that party provides the other party with at least 30 days prior written notice of termination;

12.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;

12.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);

12.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets;

12.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

12.2.6 the other party ceases, or threatens to cease, to trade; or

12.2.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

12.3     On termination of this Agreement for any reason:

12.3.1 all licences granted under this Agreement shall immediately terminate;

12.3.2 We may destroy or otherwise dispose of  Your Confidential Information in its possession unless, in the case of Us, We receive, no later than ten (10) days after the date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of the Customer Data. In such case, We shall use reasonable commercial endeavours to deliver the back-up to You within thirty (30) days of Our receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning Customer Data; and

12.3.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

13. Payment and subscription charges

13.1     Payment is due monthly in advance for Subscription Fees shown on the Order Form and will be taken by Us via direct debit or debit/credit card from You as specified.

13.2     We reserve the right at Our sole discretion to cancel with at least twenty (20) days prior notice, or to immediately suspend your Subscription if You do not use it for a  period of three (3) or more months.

13.3     You acknowledge that the amount payable will depend on the choice of Products that You select on the Order Form.  The payment due may increase if any additional Products are ordered at a later date and/or if clauses 13.4 or 13.5 apply, and You warrant that You will pay all additional amounts properly due in respect of such additional Products. 

13.4     Internet Domain Governance rules prohibit transfer of a Domain within sixty (60) days of its selection. Where You cancel the Subscription you may transfer a previously selected personalised domain name obtained through the thisEcho Product as long as the Subscription cancellation is more than sixty (60) days from selection of the personalised domain name. In order to cover Our costs in respect of transferring the domain name You pay must a further charge (“Domain Transfer Charge”) such charge being more fully described at www.mybusinessworks.co.uk/pricing. The Domain Transfer Charges shall be collected by payment through Direct Debit, Credit Card or Debit Card when You contact the MyBusinessWorks Helpline to request a transfer. Following cancellation of the Subscription You will remain solely responsible for transferring the personalised domain name to another internet domain registrar of Your choosing. Once the transfer has been completed We will have no further obligations in respect of that personalised domain name and will not have any obligation to renew that personalised domain name. You must arrange to transfer the personalised domain name to a new internet domain registrar within thirty (30) days of the date on which cancellation of the Subscription takes effect. We will have no obligation to transfer the domain name after that thirty (30) day period has come to an end, though We may at Our sole discretion decide to do so.

13.5     Your use of the ‘MozyPro’ product shall incur further charges where a) You have been subscribed to the Services for more than twelve (12) months, and b) You are backing up more than ten (10) Gigabites of data through the ‘MozyPro’ Product (“Overage Charges”). Overage Charges are more fully described at www.mybusinessworks.co.uk/pricing. Overage Charges shall be calculated monthly, and at least twenty (20) day’s prior notice shall be provided to You in respect of the first such Overage Charge.

13.6     We reserve the right to increase the Subscription Charges, the Overage Charges and/or the Domain Transfer Charges (such charges being more fully described at www.mybusinessworks.co.uk/pricing) on thirty (30) days' prior notice to You.

13.7     We will issue VAT receipts to You in respect of each payment no more than ten (10) Business Days following the completion of the period for which the payment was subject.

14. Force majeure

We shall have no liability to You under this Agreement if You are prevented from or delayed in performing Your obligations under this Agreement, or from carrying on Your business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (provided such does not involve Our workforce or any other party over which We have control), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction,  breakdown of plant or machinery, fire, flood, or storm, provided that You are notified of such an event and its expected duration as soon as reasonably practicable.

15. Waiver

15.1     A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2     Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

16. Severance

16.1     If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.2     If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. Entire agreement

17.1     This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.2     Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

18. Assignment

18.1     You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.

18.2     We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this Agreement.

19. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. Third party rights

Save where expressly provided otherwise (and, in particular, in respect of Authorised Users), this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assignees) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Notices

21.1     Except where expressly stated in this Agreement, any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, by email in accordance with Clause 21.3  or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or in the event that another address has been notified by a party hereunder in accordance with and making specific reference to this Agreement, then to that other address.

21.2     A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

21.3     A notice delivered by email shall be deemed to have been received by:

21.3.1 You, to the email address notified to Us on the Order Form, or as otherwise notified in accordance with this Clause 21; or

21.3.2 Us, to support@mybusinessworks.co.uk;

on the first Business Day following transmission.

22. Governing law and jurisdiction

22.1     This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of: (i) England, if You live in England or Wales; or (ii) Scotland (if You live in Scotland); or (iii) Northern Ireland (if You live in Northern Ireland).

22.2     The parties irrevocably agree that the courts of:

22.2.1 England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if Your business is in England or Wales; or

22.2.2 Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if Your business is in Scotland; or

22.2.3 Northern Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if Your business is in Northern Ireland.