These Terms constitute the whole agreement between you and FocalAgent in relation to your use of the App and replaces any previous agreement in respect of your use of the App.
These Terms will be subject to the laws of England and Wales and the courts of England and Wales are the only place where disputes or claims relating to or connected with these Terms may be decided.
FocalAgent makes no promise that the materials on the App are appropriate or available for use in locations outside the United Kingdom. Accessing the App from territories where its contents are illegal or unlawful is prohibited. If you choose to access the App from such a location, you do so on your own initiative and are responsible for compliance with local laws. FocalAgent will accept no liability for issues arising from access or use of this App.
In the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
You may not assign any of your rights or obligations under these Terms. FocalAgent may assign these Terms or any of its rights and obligations to any company owned by, or which is an affiliate or subsidiary of FocalAgent, or to anybody acquiring FocalAgent’s business or its assets.
If you have any queries, please contact email@example.com.
THE PREMIUM SERVICE AGREEMENT TERMS
This agreement (“Agreement“) is entered into to be effective as of the Effective Date by and between you (“Subscriber”) and FocalAgent Limited incorporated in England and Wales with company number 07144564 whose registered office is at 3 Loughborough St, Vauxhall, London, SE11 5RB (“Service Provider”). The “Party” or “Parties” refer to the Subscriber and the Service Provider.
Payment for the Premium Service Subscription constitutes agreement of these Terms. By paying for the Premium Service you accept these Terms in full and agree that these Terms are reasonable. If you disagree with these Terms in full or in part, or disagree that they are reasonable, then you must not pay for the Premium Subscription.
Basis of Agreement
This Agreement shall come into force on the date of payment first being received by FocalAgent (“the Effective Date”).
This Agreement shall continue in force for the agreed term (1month,3months, 6months or 12months) after the Effective Date, at which time the Agreement shall automatically renew unless on a month by month basis.
The Subscriber shall pay the Fees, in accordance with the remainder of this Clause, to the Service Provider:
Upon making the initial payment, the Service Provider will direct debit from the payment method used the agreed monthly Fee for the duration of the Term in intervals of 30 days.
Upon making the initial payment, the Subscriber accepts the full cost of the subscription for the duration of the term, to be paid monthly and due in full at the close of the Term.
If the Subscriber fails to pay the Service Provider within the period set out this Clause:
The Subscriber shall pay interest on the overdue sum at the rate of 4% per annum above the base rate of the Service Provider’s bank from time to time. Such interest shall accrue on a daily basis from the due date until payment is made in full to the Service Provider of the overdue sum, whether before or after judgment. The Subscriber shall pay the interest due together with the overdue sum.
The Service Provider shall have the right to suspend the Services until payment of the overdue sum (together with any interest due) is made in full.
All sums due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (except such amount (if any) of tax that is to be deducted or withheld by law).
Without limiting the right of a Party to immediately terminate this Agreement, the Service Provider may terminate the Agreement immediately by sending the Subscriber written notice at any time.
The Subscriber may Terminate the Agreement by sending the Service Provider written notice if at any time:
the other Party commits any material breach of any of its obligations under this Agreement;
the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
the other Party ceases, or threatens to cease, to carry on business; or
control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
the other Party is guilty of any fraud or dishonesty; or
the other Party acts in any way which the other Party believes damages its reputation, or which might damage the Party’s business.
Upon the Termination of this Agreement:
the Subscriber shall pay to the Service Provider all undisputed amounts due and payable hereunder;
the Service Provider shall refrain from completing any outstanding orders; and
the following clauses shall continue in force: Confidentiality, Intellectual Property, Clauses General/Governing Law.
Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Each Party undertakes that, except as provided by sub-Clause 17(b) or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:
keep confidential all Confidential Information;
not disclose any Confidential Information to any other Party;
not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by the Service Provider, would be a breach of the provisions of sub-Clauses (i) – (iv) above.
Either Party may:
disclose any Confidential Information to:
any governmental or other authority or regulatory body; or
any employee or officer of the Service Provider or of any of the aforementioned persons, Parties or bodies;
to such extent only as is necessary for the purposes contemplated by this agreement (including, but not limited to, the provision of the Services), or as required by law.
In each case the Party shall first inform the person, Party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 17(b)(i)(2) or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the Party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 17, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this agreement, or at any time after that date, becomes public knowledge through no fault of either Party. In making such use or disclosure, either Party must not disclose any part of the Confidential Information which is not public knowledge.
The provisions of this Clause 17 shall continue in force in accordance with its terms, notwithstanding the termination of this Agreement for any reason.
Limitation of Liability
Neither Party shall be liable – whether in contract, tort (including negligence), breach of statutory duty or otherwise – to the other if it breaches any of its obligations under this Agreement (or arising therefrom), for any loss suffered by the other Party in the form of lost revenue or profit or failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, loss which is not the direct and immediate consequence of the breach, business interruption or management time, or any other loss which is otherwise indirect, commercial, economic, special or consequential.
The total liability of the Service Provider – whether in contract, tort (including negligence), breach of statutory duty or otherwise – for any and all breaches and/or non-performance of its obligations or liability under this Agreement shall be limited to £250 or the total Fees payable by the Subscriber, whichever is the greater sum.