Terms and Conditions

1. Definitions and Interpretation

1.1. In this Agreement, the following definitions apply:

Additional Charges means charges for additional services, work or purchases outside the Services covered by the Service Charges, as agreed or expressly provided for in this Agreement.

Agreement means these Terms and Conditions, the Order Form, the Service Level Agreement and the Data Processing Schedule.

Charges means the Service Charges and any Additional Charges.

Commencement Date means the date on which your subscription to the NewZapp Services begins, as specified in the Order Form or otherwise agreed in writing.

Confidential Information means information disclosed by or on behalf of either party in connection with this Agreement which is identified as confidential or which should reasonably be understood to be confidential, having regard to its nature and the circumstances of disclosure.

Contact means a unique email address held in your NewZapp Account, together with any associated information. A Contact is counted once regardless of the number of groups, lists or segments in which it appears.

Content means material uploaded, created, stored, published or distributed by you or on your behalf using the Services, including text, images, audio, video and documents.

Custom Template means a Template designed by us specifically for you.

Customer Personal Data means Personal Data processed by us on your behalf in providing the Services, including contact information you supply and recipient engagement data generated through use of the Services.

Data Processing Schedule means the schedule forming part of this Agreement which sets out the parties’ obligations concerning the processing of Customer Personal Data.

Data Protection Legislation means all applicable laws relating to the protection of personal data and privacy, including the UK GDPR, the Data Protection Act 2018 and PECR, in each case as amended or replaced from time to time.

Disclosing Party means a party disclosing Confidential Information.

Email Credit means a unit allowing one email to be sent to one recipient through the NewZapp Services.

Email Pack means a quantity of Email Credits purchased for use with an active NewZapp licence.

Initial Licence Period means the initial subscription term beginning on the Commencement Date and continuing for the period specified in the Order Form, or for one year if no period is specified.

Intellectual Property Rights means copyright, rights in software, database rights, trade marks, service marks, design rights, patents, rights in confidential information and know-how, and all other intellectual property rights, whether registered or unregistered, including applications, renewals and extensions of those rights anywhere in the world.

Licence Period means the Initial Licence Period or a subsequent Renewal Period, as applicable.

Message means an email or other electronic communication distributed through the NewZapp Services.

Named User means an individual authorised to access your NewZapp Account through their own user account. The number of permitted Named Users is specified in the Order Form or subsequently agreed in writing.

NewZapp Account means the customer account through which you and your Named Users access the NewZapp Services.

NewZapp Services means the NewZapp platform features and related services included in your subscription, as specified in the Order Form.

Order Form means the quotation, order form or online order accepted by both parties which identifies the Services purchased, applicable Charges, subscription term and any other agreed particulars.

Parties means you and us, and Party means either of us.

PECR means the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended or replaced from time to time.

Receiving Party means a party receiving Confidential Information.

Renewal Period means a further subscription term expressly agreed in writing by both parties. No Renewal Period arises automatically.

Reseller means a person or organisation authorised by us to purchase the Services for resale or supply to you.

Service Charges means the charges for your subscription and Email Packs, as specified in the Order Form or otherwise agreed in accordance with this Agreement.

Service Level Agreement or SLA means the NewZapp service level agreement identified in the Order Form and incorporated into this Agreement.

Service Levels means the service commitments specified in the Service Level Agreement.

Services means the NewZapp Services and any agreed Set-Up Services.

Set-Up Services means any account setup, onboarding or other initial services which we agree to provide in connection with your subscription.

Template means a reusable design or layout made available by us for creating Content within the Services.

UK GDPR means the UK General Data Protection Regulation, as defined in section 3(10) of the Data Protection Act 2018, as amended or replaced from time to time.

We, us and our means DestiNet Limited trading as NewZapp Communications, a company registered in England and Wales with company number 3679291.

You and your means the customer identified in the Order Form.

1.2. The terms Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing have the meanings given to them in the UK GDPR. Process and Processed shall be interpreted accordingly.

1.3. References to legislation include amendments, replacements and subordinate legislation made under it.

1.4. References to writing include email. Formal notices must comply with the notices provisions of this Agreement.

1.5. Words in the singular include the plural and vice versa. The words “including”, “includes” and similar expressions are illustrative and do not limit the words preceding them.

1.6. Headings are for convenience and do not affect the interpretation of this Agreement.

2. NewZapp Services

2.1. We will provide the NewZapp Services from the Commencement Date for the Licence Period.

2.2. We will provide the NewZapp Services and the number of Named Users specified in the Order Form, as subsequently varied by written agreement. Each Named User must use their own user account. User accounts must not be shared between individuals.

2.3. Telephone and email support is available only to Named Users on your active NewZapp licence, during the support hours and in accordance with the support arrangements specified in the Service Level Agreement. This does not restrict assistance with data return or our obligations under the Data Processing Schedule after expiry or termination.

3. Usage and Email Credits

3.1. We will maintain records of your use of the NewZapp Services and make your email usage and remaining Email Credit balance available within your NewZapp Account.

3.2. Each email sent to a recipient uses one Email Credit. Campaigns will not be sent if there are insufficient Email Credits available. You will not incur email sending overage charges.

3.3. You may set a low-credit notification threshold within your NewZapp Account. The system will automatically email all Named Users with Administrator permissions when your remaining Email Credit balance reaches that threshold.

3.4. Email Credits included with your licence expire at the end of the Licence Period for which they were provided. Unused included credits cannot be carried forward to a Renewal Period.

3.5. Email Credits purchased separately as Email Packs do not expire, but may only be used while you have an active NewZapp licence. Expiry of your licence does not itself cause those credits to expire, and they remain available if the licence is subsequently renewed, subject to the account retention and deletion provisions of this Agreement.

3.6. You may purchase additional Email Packs at any time while your licence is active.

3.7. Unused Email Credits are non-refundable, except where a refund is expressly required elsewhere in this Agreement or by law.

3.8. There is no limit on the number of Contacts you may store in your NewZapp Account. Uploading or storing Contacts does not use Email Credits.

3.9. Our usage records will form the basis for calculating Email Credit consumption. We will investigate any discrepancies you report and correct any errors identified.

4. Our Responsibilities

4.1. We will provide the Services with reasonable care and skill and in accordance with this Agreement and the applicable Service Levels.

4.2. We will maintain appropriate technical and organisational measures to protect the NewZapp Services and Customer Personal Data against unauthorised access, unlawful processing, accidental loss, destruction or damage, as further described in the Data Processing Schedule.

4.3. We will carry out regular backups of Customer Personal Data and Content held within the NewZapp Services, in accordance with the backup and retention arrangements described in the Data Processing Schedule.

4.4. We will provide telephone and email support in accordance with the Service Level Agreement.

5. Service Levels

5.1. The applicable Service Levels, support arrangements and remedies for failure to meet those Service Levels are set out in the Service Level Agreement.

5.2. We may update the Service Level Agreement from time to time. We will give you at least 30 days’ written notice of any material changes.

5.3. No update will materially reduce the Service Levels or remedies applicable during your current Licence Period without your written agreement.

6. Charges

6.1. All Charges are exclusive of VAT, which is payable at the applicable rate.

6.2. Licence charges are payable annually in advance. Where you agree a two- or three-year Licence Period, annual billing does not shorten that commitment or create an annual cancellation right.

6.3. Unless otherwise agreed in writing:

6.3.1. We may invoice the first year’s licence charges when the Order Form is accepted. Payment is due immediately.

6.3.2. We may invoice subsequent years of an agreed Licence Period, and any agreed Renewal Period, up to two months before the relevant year begins. Payment is due within 30 days of the invoice date and, in any event, before that year begins.

6.3.3. Email Packs, additional Named Users and other additional purchases are invoiced when ordered and are payable immediately.

6.4. Payment may be made by bank transfer or another payment method we make available. Where the Services are purchased through a Reseller, we will invoice the Reseller in accordance with the agreed arrangements.

6.5. We are not obliged to activate a licence, add Email Credits or provide additional Services before receiving the corresponding payment, unless we have agreed otherwise in writing. Suspension of existing Services for non-payment is subject to the suspension provisions of this Agreement.

6.6. You must ensure that access remains within the permitted number of Named Users. If we identify account sharing or use exceeding that number, we may require you to stop the unauthorised use or purchase additional Named Users at the applicable rates notified to you.

6.7. Charges for an agreed Licence Period remain payable if you choose to stop using the Services. Charges already paid are non-refundable except where this Agreement expressly provides otherwise or a refund is required by law. This does not affect your rights to terminate or obtain a remedy under this Agreement.

6.8. We reserve the right to charge statutory interest and claim applicable compensation and recovery costs on overdue payments under the Late Payment of Commercial Debts (Interest) Act 1998.

6.9. We will only charge a stored payment card where you have authorised us to do so for the relevant purchase or agreed payment arrangement. Storing card details does not authorise automatic renewal of your licence.

6.10. If you make a duplicate payment, overpay an invoice or pay an amount that is not due, we will refund the amount paid in error after verifying the payment. We may instead apply it as account credit with your agreement. A subsequent decision not to use or continue an agreed licence does not, by itself, make payment for that licence a payment error.

6.11. If you dispute an invoice, you must notify us promptly in writing, identifying the amount disputed and explaining the reasons. Both parties will work reasonably and in good faith to resolve the dispute. You must pay any undisputed amount by its due date. Raising a dispute does not extinguish any liability for an amount properly due or prevent either party from pursuing resolution through the courts.

7. Your Responsibilities

7.1. You will provide the information, cooperation and access to relevant personnel reasonably required for us to provide the Services. You must ensure that information you provide is accurate and complete in all material respects.

7.2. You are responsible for managing your Named Users and their permissions, keeping login credentials secure and promptly removing access when it is no longer authorised. You must notify us promptly if you become aware of unauthorised access to your NewZapp Account or any suspected compromise of its security.

7.3. You are responsible for use of the Services by your Named Users and anyone you authorise to act on your behalf, and for ensuring that they comply with this Agreement.

7.4. You must ensure that you have the rights, permissions and lawful basis necessary to upload and use your Content and contact data, send your Messages and use the engagement tracking features you enable. This includes providing appropriate privacy information and obtaining consent where required by Data Protection Legislation.

7.5. You must not use the Services:

7.5.1. for any unlawful purpose or to create, store or distribute Content that infringes another person’s rights, including intellectual property and privacy rights;

7.5.2. to distribute spam, unlawful unsolicited communications, fraudulent or phishing messages, or Content that is defamatory, threatening, harassing or incites hatred or violence;

7.5.3. to introduce malicious code, attempt unauthorised access, circumvent security controls or interfere with the operation or security of the Services or their availability to other customers.

7.6. You must comply with applicable requirements concerning sender identification, recipient preferences and unsubscribe requests. You must not knowingly bypass suppression or unsubscribe controls. On reasonable request, you must provide information demonstrating your authority to use contact data and send the relevant Messages.

7.7. You are responsible for configuring and maintaining the sending domains, DNS records and systems under your control that are necessary to use the Services, following the setup instructions we provide.

7.8. We will not be responsible for a delay in providing the Services to the extent that it is caused by your failure to meet your obligations under this Agreement. We will notify you of any resulting impact of which we become aware and take reasonable steps to minimise the delay.

7.9. You are responsible for your Content. We do not routinely review or approve Content before it is sent or published. Where we reasonably believe that Content or use of the Services breaches this Agreement, we may investigate and restrict access to or remove the relevant Content. Any suspension or termination of the Services will be governed by the suspension and termination provisions of this Agreement.

8. Templates and Intellectual Property

8.1. We will make Templates available for use within the NewZapp Services. Any Custom Templates, their specifications and applicable charges will be agreed in writing.

8.2. We or our licensors retain the Intellectual Property Rights in the NewZapp platform and the Templates, including Custom Templates, except for materials supplied by you or where otherwise expressly agreed in writing.

8.3. You retain your rights in the Content and materials you supply, including your branding, logos and images. Using those materials within a Template does not transfer ownership of them to us.

8.4. During an active Licence Period, you may use and customise the Templates through the functionality provided by NewZapp to create, send and publish your communications using the Services.

8.5. Unless we agree otherwise in writing, you must not extract, copy or adapt our Templates for reuse outside the NewZapp Services, or sell, sublicense or otherwise make them available to third parties for reuse. This restriction does not prevent recipients from receiving, viewing or forwarding your Messages, or prevent you from retaining copies of completed campaigns for your records.

8.6. You must not remove proprietary notices or NewZapp branding which the Services do not permit you to edit or remove, unless we agree otherwise in writing.

8.7. You must not reverse engineer or decompile the NewZapp platform or Templates, except to the extent permitted by law where that right cannot lawfully be excluded.

8.8. If you wish to reuse a Template or any part of it outside the NewZapp Services, you must obtain our written permission. Unless otherwise agreed in writing, the charge is £1,495 plus VAT per Template or part Template. Where permission is granted and the applicable charge is paid, we will grant you a non-exclusive, worldwide licence to use the specified material for your own purposes, subject to any conditions agreed in writing. That licence is non-transferable without our written consent and does not permit sublicensing.

8.9. You grant us permission to host, copy, process and distribute your Content only as necessary to provide the Services and carry out your instructions, subject to this Agreement and the Data Processing Schedule.

9. Data Protection

9.1. Each party will comply with its obligations under Data Protection Legislation.

9.2. The parties acknowledge that, in relation to Customer Personal Data, you act as Controller and we act as Processor. Where you process personal data on behalf of another Controller, you must have authority to appoint us as a sub-processor, and the Data Processing Schedule will apply accordingly.

9.3. We will process Customer Personal Data in accordance with the Data Processing Schedule and only on your documented instructions, unless processing is required by applicable UK law. In that case, we will inform you of the legal requirement before processing, unless the law prohibits us from doing so.

9.4. Your documented instructions include this Agreement and instructions submitted by your authorised users through the NewZapp Services. You are responsible for ensuring that your instructions comply with Data Protection Legislation.

9.5. We will inform you immediately if, in our opinion, an instruction infringes Data Protection Legislation. We may pause the processing affected by that instruction while the parties resolve the issue.

9.6. We will ensure that persons authorised to process Customer Personal Data are subject to appropriate confidentiality obligations and receive training appropriate to their responsibilities.

9.7. The Data Processing Schedule forms part of this Agreement. If there is a conflict between that Schedule and another provision of this Agreement concerning the processing or protection of Customer Personal Data, the Schedule will take precedence to the extent of that conflict.

9.8. Nothing in this Agreement relieves either party of its own responsibilities or liabilities under Data Protection Legislation. Contractual liability between the parties is subject to the liability provisions of this Agreement, to the extent permitted by law.

10. Expiry and Termination

10.1. This Agreement will expire at the end of the current Licence Period unless a Renewal Period has been agreed. Neither party is required to give notice to prevent renewal.

10.2. Neither party may terminate this Agreement before the end of the current Licence Period merely for convenience, unless otherwise agreed in writing. This does not affect any termination right expressly provided by this Agreement or applicable law.

10.3. Either party may terminate this Agreement by written notice if the other party commits a material breach of this Agreement and:

10.3.1. the breach cannot be remedied; or

10.3.2. the breach can be remedied but remains unremedied five working days after receiving written notice identifying the breach and requiring it to be remedied.

10.4. We may terminate this Agreement immediately by written notice where we have reasonable grounds to conclude that you have used the Services for unlawful activity, spam, phishing or the distribution of malicious code, and the nature or seriousness of that use justifies immediate termination.

10.5. To the extent permitted by applicable law, either party may terminate this Agreement by written notice if the other party becomes unable to pay its debts as they fall due, enters administration or liquidation, has a receiver appointed over a substantial part of its assets, or becomes subject to an equivalent insolvency procedure. This does not include a solvent restructuring.

10.6. Expiry or termination will be subject to the provisions of section 11 concerning outstanding Charges, access to the Services, return or deletion of data and continuing obligations.

11. Effect of Expiry or Termination

11.1. On expiry or termination, your right to access and use the NewZapp Services ends. You cannot log in to your NewZapp Account after your licence expires. Retention of your account or data does not renew your licence or create a new Licence Period.

11.2. Charges properly incurred before expiry or termination remain payable in accordance with section 6, subject to any applicable refund or adjustment under this Agreement. Invoice disputes will be handled under clause 6.11. No Charges arise for a Renewal Period that has not been agreed.

11.3. If you terminate under clause 10.3 because of our material breach, we will refund prepaid licence charges attributable to the period after termination and the amount paid for any unused Email Credits purchased separately. No further licence charges will become payable for the period after termination.

11.4. If we terminate because of your breach, the non-refund provisions of sections 3 and 6 apply. Termination does not prevent us from pursuing Charges properly due or a claim for losses recoverable under this Agreement, subject to its liability provisions and applicable law.

11.5. On expiry or termination, we will handle the return, retention and deletion of your Content and Customer Personal Data as follows:

11.5.1. at your choice, we will return or securely delete Customer Personal Data in accordance with the Data Processing Schedule, and delete remaining copies unless applicable law requires their retention;

11.5.2. following licence expiry or termination, we will retain your account, Content and Customer Personal Data for 30 days from the effective date of expiry or termination, subject to the arrangements for completing a timely data-return request in the Data Processing Schedule; and

11.5.3. we will delete your account, Content and Customer Personal Data through our standard deletion process at the end of that retention period. Retention does not provide access to the Services or create a renewal. Data return arrangements, any limited extension required to complete return, and the retention and deletion of backup and sub-processor copies are governed by the Data Processing Schedule.

11.6. We will provide a standard return of Customer Personal Data in a commonly used electronic format without an additional charge. Bespoke migration, conversion or other assistance beyond that standard return may be subject to reasonable charges agreed with you in advance.

11.7. The obligations in section 9 and the Data Processing Schedule will continue to apply for as long as we or our sub-processors retain Customer Personal Data.

11.8. Expiry or termination does not affect rights, remedies or liabilities accrued beforehand, or provisions intended to continue afterwards, including confidentiality, intellectual property, liability and applicable payment obligations.

12. Suspension of Services

12.1. We may suspend some or all of the Services where:

12.1.1. we have reasonable grounds to believe that your use breaches this Agreement and suspension is necessary to prevent or limit harm;

12.1.2. suspension is required by law or a binding order of a competent authority;

12.1.3. suspension is reasonably necessary to address a security threat or protect the Services, your data or other customers;

12.1.4. maintenance or upgrades require temporary interruption, in accordance with the Service Level Agreement; or

12.1.5. an undisputed payment remains overdue after we have given you at least five working days’ written notice requiring payment and warning of suspension.

12.2. We may suspend immediately under clauses 12.1.1 to 12.1.3 where necessary. Where reasonably practicable and legally permitted, we will notify you beforehand, explaining the reason and any action required from you. Otherwise, we will notify you as soon as reasonably practicable afterwards.

12.3. We will limit the scope and duration of any suspension to what is reasonably necessary and restore the affected Services promptly once the grounds for suspension have been resolved.

12.4. For planned maintenance, we will provide notice in accordance with the Service Level Agreement and use reasonable endeavours to minimise disruption. Emergency maintenance may be carried out without advance notice where necessary to protect or restore the Services.

12.5. Suspension does not itself terminate this Agreement or extend the Licence Period. Charges remain payable in accordance with this Agreement, subject to any applicable remedies or adjustments under the Service Level Agreement.

13. Confidential Information

13.1. Each Receiving Party will protect the Disclosing Party’s Confidential Information using reasonable care and will use it only to perform its obligations or exercise its rights under this Agreement.

13.2. The Receiving Party may disclose Confidential Information only to its employees, professional advisers, contractors and service providers who need to know it for those purposes and who are bound by contractual, professional or statutory confidentiality obligations providing equivalent protection. The Receiving Party remains responsible for their handling of that information.

13.3. These confidentiality obligations do not apply to information which the Receiving Party can demonstrate:

13.3.1. is or becomes publicly available other than through a breach of a confidentiality obligation;

13.3.2. was lawfully known to it without restriction before disclosure by the Disclosing Party;

13.3.3. is lawfully received from a third party entitled to disclose it without restriction; or

13.3.4. is independently developed without using the Disclosing Party’s Confidential Information.

13.4. The Receiving Party may disclose Confidential Information to the extent required by law, a court or a competent regulatory authority. Where legally permitted and reasonably practicable, it will give the Disclosing Party advance notice and reasonable assistance, at the Disclosing Party’s expense, to seek protection against or limit the disclosure.

13.5. Disclosure of Customer Personal Data remains subject to section 9 and the Data Processing Schedule. This section does not independently authorise the appointment of a sub-processor or an international transfer of Customer Personal Data.

13.6. This section continues to apply after expiry or termination for as long as the information remains confidential.

14. Warranties

14.1. If we fail to meet the reasonable care and skill obligation in clause 4.1, we will, at our expense, remedy the failure or re-perform the affected Services within a reasonable time. Where this is not reasonably possible, we will refund the Charges attributable to the affected Services.

14.2. We do not warrant that the Services will be entirely uninterrupted or error-free. This does not limit our obligations under the Service Level Agreement or our security and data protection obligations.

14.3. Performance and delivery may be affected by internet connections, customer systems and recipient email services outside our control. We do not guarantee that every Message will reach a recipient’s inbox or be opened or read. This does not relieve us of our obligations to provide the Services with reasonable care and skill and meet the applicable Service Levels.

14.4. Except as expressly stated in this Agreement, we give no additional warranties concerning the Services. Any terms implied by law are excluded only to the extent that their exclusion is lawful.

14.5. This section does not restrict any express rights or remedies under the Service Level Agreement, the Data Processing Schedule or the termination provisions of this Agreement. Liability remains subject to section 15.

15. Liability

15.1. Nothing in this Agreement excludes or limits either party’s liability for:

15.1.1. death or personal injury caused by its negligence;

15.1.2. fraud or fraudulent misrepresentation; or

15.1.3. any liability which cannot lawfully be excluded or limited.

15.2. Subject to clauses 15.1 and 15.4, each party’s total aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the Charges paid or payable for the Services in the twelve months preceding the first event giving rise to a claim. If that event occurs during the first twelve months of the Agreement, the cap will be the Charges paid or payable for the first twelve months. This is an aggregate cap for all claims under this Agreement, not a separate cap for each claim.

15.3. Subject to clauses 15.1 and 15.4, neither party will be liable to the other for:

15.3.1. loss of profits, anticipated savings, business opportunities or goodwill, whether direct or indirect; or

15.3.2. indirect or consequential loss or damage.

15.4. The limitations and exclusions in clauses 15.2 and 15.3 do not reduce:

15.4.1. your obligation to pay Charges properly due under this Agreement; or

15.4.2. our obligation to provide refunds or service credits expressly due under this Agreement or the Service Level Agreement.

15.5. Neither party will be liable to the extent that a loss is caused by the other party’s breach of this Agreement or negligent or unlawful act or omission.

15.6. Subject to clause 15.1, the cap in clause 15.2 applies to contractual claims between the parties concerning confidentiality and data protection, including claims under the Data Processing Schedule. Nothing in this section limits the rights of Data Subjects or the powers of a competent regulatory authority.

15.7. Each party must take reasonable steps to mitigate losses arising in connection with this Agreement. Neither party may recover more than once for the same loss.

16. Waiver

16.1. A failure or delay by either party to exercise a right or remedy under this Agreement does not waive that right or remedy.

16.2. A waiver of a particular breach does not waive any subsequent breach. Any waiver must be given in writing and applies only to the circumstances for which it is given.

17. Publicity

17.1. Unless otherwise stated in the Order Form or requested by you in writing, we may identify you by name as a customer in our website and marketing materials. We will not imply that you endorse our Services.

17.2. We will obtain your prior written approval before using your logo, publishing examples of your Messages or Content, or issuing a customer case study, testimonial or press release concerning you.

17.3. If you withdraw permission to identify you as a customer, we will cease new uses and remove references from materials under our control within a reasonable time.

18. Notices

18.1. Formal notices under this Agreement must be in writing and sent by email, delivered by hand or sent by prepaid first-class post or a tracked postal service.

18.2. Notices must be sent to the relevant party’s email or postal address specified for notices in the Order Form, or another address subsequently notified in writing. If no separate notice details are specified, the contact details in the Order Form will apply. Each party is responsible for keeping its notice details up to date.

18.3. Notices will be treated as received:

18.3.1. if sent by email, at 9.00 am on the next working day after sending, provided the sender has not received an automated failure or non-delivery notification;

18.3.2. if delivered by hand, when delivery is recorded at the relevant address; or

18.3.3. if sent by prepaid first-class post within the United Kingdom, at 9.00 am on the second working day after posting, or, for any other postal service, when delivery is recorded.

18.4. For this section, a working day means Monday to Friday excluding public holidays in England, and times refer to local time in the United Kingdom. Hand or recorded postal deliveries outside 9.00 am to 5.00 pm on a working day will be treated as received at 9.00 am on the next working day.

18.5. This section does not govern the service of court proceedings or other documents in legal proceedings.

19. Assignment and Subcontracting

19.1. Except as provided in clause 19.2, neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent, which must not be unreasonably withheld or delayed.

19.2. You consent to us transferring this Agreement to a group company or a successor acquiring the business responsible for providing the Services, provided that:

19.2.1. the successor agrees in writing to assume our obligations and is reasonably capable of performing them;

19.2.2. the transfer does not reduce your rights under this Agreement; and

19.2.3. we notify you in writing before the transfer takes effect. The transfer will not release us from liabilities arising before it takes effect.

19.3. We may use subcontractors and service providers to perform our obligations under this Agreement. We remain responsible for their performance as if it were our own, subject to the liability provisions of this Agreement.

19.4. The appointment of any sub-processor handling Customer Personal Data, and any associated international transfer, must comply with the Data Processing Schedule.

19.5. This Agreement binds and benefits the parties and their permitted successors and transferees.

20. Governing Law, Jurisdiction and Severability

20.1. This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the laws of England and Wales.

20.2. The courts of England and Wales have exclusive jurisdiction to resolve any such dispute or claim.

20.3. If any provision of this Agreement is found to be invalid, unlawful or unenforceable, it will be treated as deleted to the extent necessary. The remaining provisions will continue in effect.

20.4. The parties will seek in good faith to agree a valid replacement provision that achieves, as closely as reasonably possible, the commercial purpose of the affected provision.

21. Entire Agreement and Changes

21.1. This Agreement constitutes the entire agreement between the parties concerning the Services and supersedes previous agreements, proposals and understandings relating to the same subject matter.

21.2. Except where this Agreement expressly provides otherwise, any amendment must be agreed in writing by authorised representatives of both parties. Agreement may be recorded by email or electronic signature.

21.3. Terms contained in your purchase orders, procurement documents or other communications will not form part of this Agreement unless we expressly accept those terms in writing. Acknowledging a purchase order, providing the Services or accepting payment does not constitute acceptance of those terms.

21.4. Nothing in this section excludes or limits liability for fraud or fraudulent misrepresentation.

22. Counterparts and Electronic Signatures

22.1. This Agreement may be signed in counterparts, each of which is treated as an original and together form one agreement.

22.2. Electronic signatures and electronically transmitted copies of signed documents may be used to enter into this Agreement and have the same effect as original signed copies.

23. Third-Party Rights

23.1. Unless expressly stated otherwise in this Agreement, a person who is not a party to it has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

24. Force Majeure

24.1. Neither party will be liable for failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control which it could not reasonably have prevented or overcome. This does not excuse a failure to pay Charges properly due.

24.2. The affected party must notify the other party as soon as reasonably practicable, explain the likely effect on its performance and use reasonable endeavours to minimise disruption and resume performance.

24.3. Failure of a supplier, infrastructure provider or subcontractor, or a cyber incident, will qualify only where the conditions in clause 24.1 are met. This section does not excuse a failure to comply with the security, backup or business continuity obligations in this Agreement.

24.4. If the event prevents or substantially disrupts the provision of the Services for more than 14 consecutive days, either party may terminate this Agreement by written notice.

24.5. On termination under clause 24.4, we will refund prepaid licence charges attributable to the period after termination and the amount paid for unused Email Credits purchased separately. No further licence charges will become payable for the period after termination. The remaining provisions of section 11 will apply.

24.6. Any service credits applicable during the disruption will be determined in accordance with the Service Level Agreement.