Cloud service terms and conditions

Cloud service terms and conditions

  1. Terms and Conditions

    1. Please read these Terms and Conditions carefully. All contracts that we may enter into from time to time for the provision of the Hosted Services shall be governed by these Terms and Conditions, and we will ask you for your express written acceptance of these Terms and Conditions before providing any such services to you.

    1. Definitions

    2. Except to the extent expressly provided otherwise, in these Terms and Conditions:
      1. "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
      2. "Affiliate" means a person or entity whom you have provided with access to the Hosted Services for the purpose of referring consumers with a legal need to you;
      3. "Agreement" means a contract made under these Terms and Conditions between us and you on the basis of the Services Order Form;
      4. "Business Day" means any weekday other than a bank or public holiday in England;
      5. "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
      6. "Charges" means the amounts specified in the Fee Schedule published on our website (https://www.quotexpress.co.uk/fee-schedule) as at the Effective Date and varied from time to time by us;
      7. "Controller has the meaning given to it in Data Protection Laws;
      8. "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by you; transmitted by the Platform at your instigation; supplied by you to us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by you (but excluding analytics data relating to the use of the Platform and server log files);
      9. "Customer Personal Data" means any Personal Data that is processed by us on your behalf in relation to the Agreement;
      10. "Data Protection Laws" means in relation to any personal data which is processed in the performance of this Agreement, the General Data Protection Regulation (EU) 2016/679 ("GDPR") to the extent applicable in the United Kingdom, and the Data Protection Act 2018, in each case together with any national implementing laws, regulations, secondary legislation and any other applicable or equivalent data protection or privacy laws, as amended or updated from time to time, in the UK, and any successor legislation to such laws;;
      11. "Data Subject" has the meaning given to it in Data Protection Laws;
      12. "Effective Date" means following you completing and submitting the online Services Order Form published by us on our website, the date upon which we send your login information to you;
      13. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
      14. "Free Cancellation Period" means the period of 30 days from the Effective Date, ending at Midnight on the 30th day;
      15. "Hosted Services" means QuoteXpress as explained at https://www.quotexpress.co.uk, which will be made available by us to each Customer as a service via the internet in accordance with these Terms and Conditions;
      16. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
      17. "Personal Data" has the meaning given to it in the Data Protection Laws;
      18. "Personal Data Breach" has the meaning given to it in Data Protection Laws;
      19. "Platform" means the platform managed by us and used by us to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
      20. "Processor" has the meaning given to it in Data Protection Laws;
      21. "Processing" has the meaning given to it in Data Protection Laws, and "Process" shall be interpreted accordingly;
      22. "Retail Prices Index" means the Retail Prices Index excluding mortgage interest payments (RPIX) as published by the Office for National Statistics from time to time, or failing such publication, such other index as the Parties may agree most closely resembles such index;
      23. "Services" means any services that we provide to you under these Terms and Conditions;
      24. "Services Order Form" means an online order form published by us and completed and submitted by you incorporating these Terms and Conditions by reference;
      25. "Special Categories of Personal Data" has the meaning given to it in Data Protection Laws;
      26. "Subscription" means the Subscription Period over which you have agreed to subscribe to the Hosted Services as detailed in the Services Order Form;
      27. "Subscription Period" means one year, as detailed in the Services Order Form;
      28. "Supervisory Authority" has the meaning given to it in Data Protection Laws;
      29. "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
      30. "Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari;
      31. "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
      32. "Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time.
      33. "we", "us", and "our means QuoteXpress Ltd, a company incorporated in England and Wales (registration number 07791201) having its registered office at 41 Bridgeman Terrace, Wigan, WN1 1TT;
      34. "you" and "your" means the person or entity identified as such in the Services Order Form;
      35. "Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time.

    1. Term

    2. The Agreement shall come into force upon the Effective Date.
    3. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 13.
    4. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

    1. Hosted Services

    2. We hereby grant to you a non-exclusive, non-transferable, without the right to grant sublicences except as expressly set out in this Agreement, licence to use the Hosted Services by means of a Supported Web Browser during the Term solely for your (and each permitted Affiliate’s) internal business operations.
    3. The licence granted by us to you under Clause 2.1 is subject to the following limitations:
      1. the Hosted Services may only be used by the officers, employees, agents and subcontractors of either you or an Affiliate. You will be entitled to allocate access credentials to the Hosted Services to such persons as you consider reasonably appropriate; you will always be responsible for the access of such persons to the Hosted Services and each such person’s compliance with this Agreement, and any act or omission of any such person shall be considered your act or omission.
    4. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by us to you under Clause 2.1 is subject to the following prohibitions:
      1. you must not sub-license your right to access and use the Hosted Services, or sub-license, assign or novate the benefit or burden of this Agreement in whole or in part;
      2. you must not allow, or purport to allow, the Agreement or any part of it to become the subject of any charge, lien or encumbrance, or otherwise deal in any other manner with any or all of your rights and obligations under this Agreement;
      3. you must not permit any unauthorised person to access or use the Hosted Services;
      4. you must not use the Services to provide services to third parties;
      5. you must not republish or redistribute any content or material from the Hosted Services;
      6. you must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without our prior written consent;
      7. you must not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties: (i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
      8. you must not access all or any part of the Services in order to build a product or service which competes with the Service;
      9. you must not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except as expressly permitted by this Agreement;
      10. you must not attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement; and/or
      11. you must not use the Services other than as specified in this Agreement.
    5. You shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.>
    6. We shall use all reasonable endeavours to maintain the availability of the Hosted Services to you at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.>
    7. You must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with your authority or by means of an administrator Account comply with Schedule 1 (Acceptable Use Policy).>
    8. You must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.>
    9. You must not use the Hosted Services:
      1. in any way that is unlawful, illegal, fraudulent or harmful; or
      2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
    10. For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
    11. We may suspend the provision of the Hosted Services if any amount due to be paid by you to us under the Agreement is overdue, and we have given to you at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
    12. You shall:
      1. notify us as soon as you become aware of any unauthorised use of or access to the Services by any person;
      2. provide us with all necessary co-operation in relation to this Agreement;
      3. provide us with all necessary access to such information as we may require in order to provide the Services;
      4. comply with all applicable laws and regulations with respect to your activities under this Agreement; and
      5. obtain and maintain all necessary licences, consents, and permissions necessary for us to perform our obligations under this Agreement.
    13. In the event of any breach by you of this Clause 3, or Schedule 1 (Acceptable Use Policy), we reserve the right to suspend your access to the Services until such time as we are satisfied (at our absolute discretion) that you have remedied such breach and no further use of or access to the Services will result in the continuation of such breach.

    1. Customer Data

    2. You hereby grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under the Agreement. You also grant to us the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
    3. You warrants to us that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

    1. Support Services

    2. We shall provide the Support Services to you during the Term.
    3. We shall make available to you a helpdesk - help can be requested by emailing the designated support email address at support@mail.lavatech.ladesk.com.
    4. Requests made by any other method (for example to the email addresses of individual staff members) are not guaranteed to be answered and are not subject to our standard service levels.
    5. We shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in our industry.
    6. You may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and you must not use the helpdesk for any other purpose.
    7. We shall respond promptly to all requests for Support Services made by you through the helpdesk. You acknowledge that, in the provision of the Support Services, we shall use our reasonable endeavours to resolve any defect in respect of the Hosted Services within a reasonable time of you reporting such defect to us, but we do not commit to any specific timeframes in respect of acknowledging your request or achieving any such resolution.
    8. We may suspend the provision of the Support Services if any amount due to be paid by you to us under the Agreement is overdue, and we have given to you at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

    1. No assignment of Intellectual Property Rights

    2. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.
    3. Any and all rights to the Platform, its contents, and any documentation provided therewith, including title, ownership rights and Intellectual Property Rights therein shall remain our sole and exclusive property.
    4. You shall not use our Intellectual Property Rights of without our prior written consent. Contravention of this provision shall be construed as a material breach of this Agreement.
    5. You shall defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
      1. your use of the Services otherwise than in accordance with this Agreement;
      2. any errors in the Customer Data provided by you;
      3. any delays, problems or errors with uploading, importing and/ or processing of the Customer Data, where any such delays, problems or errors are caused by you or the Customer Data; and/or
      4. any unavailability of, or faults in or in respect of, the Services caused by you, the Customer Data and/or breach of this Agreement.

    1. Charges

    2. You shall pay the Charges to us in accordance with these Terms and Conditions.
    3. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.
    4. No more than once in any 12-month period during the Term, we may increase the Charges at the rate of 3% plus any percentage increase in the Retail Prices Index in the preceding 12-month period.
    5. if you are to pay for the Subscription annually, we shall raise an invoice to you on the Effective Date for the full twelve month period at the agreed annual charge.
    6. If you are to pay for the Subscription monthly, we shall raise an invoice to you on the Effective Date for a one month period at the agreed monthly charge, and then on a monthly basis thereafter throughout the Subscription Period.
    7. Subscriptions shall renew automatically in accordance with Clause 13 and we shall raise an invoice to you on the first day of the new Subscription Period
    8. For each Instant Message sent through SMS, we shall charge you a fee of £0.05+VAT per SMS. For each Instant Message received through SMS, we shall charge you a fee of £0.02+VAT per SMS. For clarity, a single Instant Message may require multiple SMSs to be delivered, due to SMS messages being limited to 160 characters length each. Instant Messages sent by other delivery methods (for example Facebook Messenger) will not be charged, unless agreed in writing between the parties. 
    9. If any additional work is requested by you, we shall provide a quote for the work based on our day rate of £950 + VAT (as such day rate may be revised by us from time to time), and agreed in writing between you and us before being undertaken.

    1. Payments

    2. You must pay the Charges to us within the period of 14 days following the issue of an invoice
    3. You must pay the Charges by direct debit or bank transfer using such payment details as are notified by us to you from time to time.
    4. If you do not pay any amount properly due to us under these Terms and Conditions, we may:
      1. charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
      2. claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

    1. Data protection

    2. 1. You shall own all right, title and interest in and to all of the Customer Personal Data and are exclusively responsible for the legality, reliability, integrity, accuracy and quality of the Customer Personal Data.
    3. 2. The parties acknowledge that, for the purposes of Data Protection Laws, you are the Controller and we are the Processor of any Customer Personal Data. The scope, nature and purpose of Processing is as set out in the Services Order Form. The scope, nature and purpose of the Processing is as follows:
      Scope, nature and purpose of Processing To improve the provision of legal services to your customers by utilising the Services, through which Customer Personal Data will be Processed by us.
      Customer Personal Data being Processed In respect of your clients and prospective clients, names, email addresses, telephone numbers, postal addresses and information pertaining to legal matters of those clients.
      Period for which we will store the Customer Personal Data The duration of this Agreement, or shorter if required by you.
      Subprocessors Amazon Web Services
      Sendgrid
    4. Each party confirms that it holds, and during the term of this Agreement, will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to the performance of its obligations under this Clause 8.
    5. Each party confirms that, in the performance of this Agreement, it will comply with the Data Protection Laws.
    6. We will:
      1. Process Customer Personal Data only on documented instructions from you, unless required to do so by Data Protection Laws or any other applicable law to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits us to so inform you;
      2. ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      3. notify you as soon as reasonably practicable before appointing any subcontractor in respect of Processing of Customer Personal Data, and ensure that any such subcontractor complies with the provisions of this Clause 8.5 (and as a minimum those obligations for Processing Personal Data as are contained in Article 28(3) of GDPR) as if it was a party to this Agreement; if you (acting reasonably) object to the appointment of the subcontractor for reasons relating to the Processing of Personal Data, you shall have the right to terminate the Agreement on 90 days’ written notice; a list of pre-approved subprocessors for such purposes are set out in the Services Order Form;
      4. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
      5. not transfer any Customer Personal Data outside of the United Kingdom and/or the European Economic Area unless the following conditions are fulfilled:
        1. you or we have provided appropriate safeguards in relation to the transfer;
        2. the Data Subject has enforceable rights and effective legal remedies;
        3. we comply with our obligations under Data Protection Laws by providing an adequate level of protection to any Customer Personal Data that is transferred; and
        4. we comply with reasonable instructions notified to us in advance by you with respect to the Processing of the Customer Personal Data;
      6. assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      7. at your written direction, delete or return Customer Personal Data and copies of it to you on termination of this Agreement unless required by relevant laws to continue to store the Customer Personal Data;
      8. inform you immediately if, in our opinion, an instruction from you infringes (or, if acted upon, might cause the infringement of) Data Protection Laws;
      9. maintain complete and accurate records and information to demonstrate our compliance with this Clause 8.5; and
      10. make available to you all information necessary to demonstrate our compliance with this Clause 8.5, and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you.
    7. Each party will notify the other party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either party’s obligations under this Agreement.
    8. You shall undertake appropriate data protection impact assessments to ensure that Processing of Customer Personal Data complies with Data Protection Laws. We will provide you with reasonable assistance, where necessary and upon your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
    9. It is your responsibility to ensure that Customer Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.
    10. It is your responsibility to ensure that:
      1. you are able to justify the Processing of Customer Personal Data in accordance with Article 6(1) of the GDPR (including where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that you have recorded or documented this in accordance with the record keeping requirements of the Data Protection Laws;
      2. where Customer Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the GDPR applies to that Personal Data before Processing takes place;
      3. where Article 9(2) of the GDPR does not apply to any Customer Personal Data falling within the Special Categories of Personal Data, no such data will be sent to us; and
      4. you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to us for the duration and purposes of this Agreement.
    11. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

    1. Warranties

    2. You warrant to us that you have the legal right and authority to enter into the Agreement and to perform your obligations under these Terms and Conditions.
    3. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

    1. Acknowledgements and warranty limitations

    2. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
    3. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Hosted Services will be entirely secure.
    4. You acknowledge that we will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, we do not warrant or represent that the Hosted Services or the use of the Hosted Services by you will not give rise to any legal liability on the part of you or any other person.
    5. Except as expressly and specifically provided in this Agreement:
      1. you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We shall have no liability (subject to Clause 11.1) for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
      3. the Services are provided to you on an "as is" basis.

    1. Limitations and exclusions of liability

    2. Nothing in these Terms and Conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    3. The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these Terms and Conditions:
      1. are subject to Clause 11.1; and
      2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
    4. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    5. Subject to Clause 11.1:
      1. we shall not be liable whether in tort (including without limitation for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
        1. loss of profits or anticipated savings;
        2. loss of revenue or income;
        3. loss of business;
        4. depletion of goodwill and/or similar losses;
        5. loss or corruption of data or information; or
        6. pure economic loss;
        or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
      2. our total aggregate liability in contract, tort (including without limitation 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 £50,000.

    1. Force Majeure Event

    2. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

    1. Termination & Renewals

    2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party at any time during the Free Cancellation Period. If the Agreement is cancelled during this period then the Subscription charge will not be payable and the invoice raised on the Effective Date shall be cancelled. You agree to pay any SMS charges (if applicable) as detailed in the Charges clause.
    3. This Agreement shall continue automatically from one Subscription Period to the next unless you give at least three months’ written notice of termination prior to the end of the current Subscription Period, and in the absence of such notice charges for another annual Subscription shall fall due.
    4. We may terminate this Agreement by giving you at least 90 days' written notice of termination at any time.
    5. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
    6. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
      1. the other party:
        1. is dissolved;
        2. ceases to conduct all (or substantially all) of its business;
        3. is or becomes unable to pay its debts as they fall due;
        4. is or becomes insolvent or is declared insolvent; or
        5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
      3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
      4. if that other party is an individual:
        1. that other party dies;
        2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
        3. that other party is the subject of a bankruptcy petition or order.
    7. Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect (or such other notice period as we see fit at our absolute direction) by giving notice to you if you fail to pay any amount due under this Agreement on the due date for payment and such amount remains unpaid 21 days after our providing notice to you of such outstanding payment.

    1. Effects of termination

    2. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that termination shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
    3. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
    4. Within 30 days following the termination of the Agreement:
      1. for any reason, you must pay to us any Charges in respect of Services provided to you before the termination of the Agreement; and
      2. by you under Clause 13.4 or Clause 13.5, we must refund to you any Charges paid by you to we in respect of Services that were to be provided to you after the termination of the Agreement,
      without prejudice to the parties' other legal rights.

    1. Notices

    2. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
      1. sent by email to us at support@mail.lavatech.ladesk.com and to you at the email address you provide to us in the Services Order Form , in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server
      providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

    1. Subcontracting

    2. Subject to any express restrictions elsewhere in these Terms and Conditions, we may subcontract any of its obligations under the Agreement.

    1. General

    2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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..
    3. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    4. Except as expressly provided otherwise in this Agreement, no variation to this Agreement shall be binding unless it is agreed in writing signed by each of the parties,.
    5. You hereby agree that we may assign our contractual rights and obligations under the Agreement to any successor to all or a substantial part of our business from time to time. You must not without our prior written consent assign, transfer or otherwise deal with any of your contractual rights or obligations under the Agreement.
    6. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
    7. A Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    8. The Agreement shall be governed by and construed in accordance with English law.
    9. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
    10. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except that each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement (and each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 18.9); and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

    1. Interpretation

    2. 1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
      1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
      2. any subordinate legislation made under that statute or statutory provision.
    3. The Clause headings do not affect the interpretation of these Terms and Conditions.
    4. References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
    5. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
    6. In these Terms and Conditions, a reference to a “Clause” is to a clause of these Terms and Conditions.

Schedule 1 (Acceptable Use Policy)

    1. Introduction

    2. This acceptable use policy (the "Policy") sets out the rules governing:
      1. the use of the website at [*.quotexpress.co.uk], any successor website, and the services available on that website or any successor website (the "Services"); and
      2. the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
    3. References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to QuoteXpress (and "we" and "our" should be construed accordingly).
    4. By using the Services, you agree to the rules set out in this Policy.
    5. We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

    1. General usage rules

    2. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
    3. You must not use the Services:
      1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
      2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
    4. . You must ensure that all Content complies with the provisions of this Policy.

    1. Unlawful Content

    2. Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
    3. Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
      1. be libellous or maliciously false;
      2. be obscene or indecent;
      3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
      4. infringe any right of confidence, right of privacy or right under data protection legislation;
      5. constitute negligent advice or contain any negligent statement;
      6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
      7. be in contempt of any court, or in breach of any court order;
      8. constitute a breach of racial or religious hatred or discrimination legislation;
      9. be blasphemous;
      10. constitute a breach of official secrets legislation; or
      11. constitute a breach of any contractual obligation owed to any person.
    4. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

    1. Graphic material

    2. Content must be appropriate for all persons who have access to or are likely to access the Content in question.
    3. Content must not depict violence.
    4. Content must not be pornographic or sexually explicit.

    1. Factual accuracy

    2. Content must not be untrue, false, inaccurate or misleading.
    3. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

    1. Negligent advice

    2. Content may consist of or contain legal advice, but must not consist of or contain any financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any financial, investment, taxation, accountancy, medical or other professional advisory services other than legal advisory services.
    3. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

    1. Etiquette

    2. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
    3. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
    4. Content must not be liable to cause annoyance, inconvenience or needless anxiety.
    5. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
    6. You must not use the Services for the purpose of deliberately upsetting or offending others.
    7. You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
    8. You must ensure that Content does not duplicate other content available through the Services.
    9. You must ensure that Content is appropriately categorised.
    10. You should use appropriate and informative titles for all Content.
    11. You must at all times be courteous and polite to other users of the Services.

    1. Marketing and spam

    2. You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
    3. Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
    4. You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
    5. You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
    6. You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

    1. Regulated businesses

    2. You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
    3. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
    4. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

    1. Monitoring

    2. You acknowledge that we may actively monitor the Content and the use of the Services.

    1. Data mining

    2. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

    1. Hyperlinks

    2. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

    1. Harmful Software

    2. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
    3. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Version 2.0 - 13/10/2021

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