Legislation Update Service: Terms and Conditions of Service
Read the terms and conditions below.
The Legislation Update Service is provided and licensed to you by Newground CIC (Newground, we or us) trading as The Compliance People. We are a company incorporated in England and Wales with company number 2584952, whose registered office is at Prospect House, Wharf St, Blackburn, BB1 1JD. Our VAT number is 108 2268 31.
These terms and conditions of service and website use (Terms of Service), together with our Privacy Policy (available at https://product.legislationupdateservice.co.uk/policies/privacy), govern your access to, and use of, the Services (as defined below) made available to you by or on behalf of Newground via the website at https://product.legislationupdateservice.co.uk/ (the Website).
These Terms of Service, and any contract between us, are only in the English language. Please read these Terms of Service and the Privacy Policy carefully and make sure that you understand them before using or accessing the Services. Please note that we may not necessarily keep a copy of your contract. You should print a copy of these Terms of Service or save them to your computer for future reference.
Please note that these Terms of Service apply to business customers only. If you are a consumer, please contact us.
Before using the Services, you will be asked to agree to these Terms of Service. By indicating your agreement to these Terms of Service, you agree to observe and comply with these Terms of Service and the Privacy Policy and to be legally bound by them. If you do not wish to accept and be bound by these Terms of Service or the Privacy Policy, please let us know and you will not be able to use the Services.
Where you are entering into these Terms of Service on behalf of your company or organisation, you confirm that you are duly authorised to enter into these Terms of Service and a legally binding agreement on behalf of your company or organisation.
We may amend these Terms of Service from time to time. If we have entered a contract with you to provide the Services, we will notify you if we amend these Terms of Service and any changes to these Terms of Service shall come into force in respect of your contract at the start of the next Renewal Subscription Term.
If you wish to contact us at any time in connection with these Terms of Service, please see our Contact page (available at https://thecompliancepeople.co.uk/contact/).
1.1 In these Terms of Service, the following words shall have the meaning set out below:
1.2 Access Details: means the user name, password, PIN and/or such other security devices or details, in whatever form, issued to or selected by you or the Users, from time to time, in order to enable you and/or the Users to access and use the Services;
1.3 Commencement Date: shall have the meaning given to it in clause 2.2;
1.4 Confidential Information: confidential commercial, financial, marketing and/or technical information, know-how, and other information in any form or medium whether disclosed or made available orally or in writing before or after commencement of the Services, including without limitation, in the case of Newground, any confidential information forming part of the Newground Materials and, in the case of you, any confidential information forming part of Your Content;
1.5 Expiry Date: shall have the meaning given in clause 3.3;
1.6 Initial Subscription Term: shall be as set out in the Contract Summary and as further set out in clause 3.2;
1.7 Intellectual Property Rights: means copyright, rights in software, rights in databases, patents and rights in inventions, trade marks, rights in domain names, designs, know-how, trade secrets and other rights in confidential information, in each case whether registered or unregistered including applications for registration and the right to apply for registration for any of the rights listed above that are capable of being registered anywhere in the world, and all other rights having equivalent or similar effect anywhere in the world;
1.8 Newground Materials: any documents, information, precedents, updates, data and any other materials in any form provided or made available to you by or on behalf of Newground in connection with the Services;
1.9 Online Account: means the online account for which you registered in order to use and access the Services and which is accessible on, or via, the website at https://product.legislationupdateservice.co.uk/;
1.10 Order: any request or order placed or submitted by you in order to subscribe for any Subscription Package for the Services by telephone;
1.11 Order Summary: shall have the meaning given to it in clause 2.2;
1.12 Renewal Month: shall be the month of the anniversary of the Commencement Date at the end of the last year of the Initial Subscription Term or the Renewal Subscription Term (as applicable). So for example, where the Initial Subscription Term is two years and the Commencement Date is in June, the renewal month shall be June two years after the Commencement Date;
1.13 Renewal Notice: has the meaning given in clause 3.3;
1.14 Renewal Subscription Term: a period of 12 months or a multiple thereof, of the same length as such period applicable to the Initial Subscription Term. So for example, where the Initial Subscription Term set out in the Order Summary is two years, the Renewal Subscription Term shall be a period of two years from the relevant Expiry Date;
1.15 Services: means the legislation update service relating to environment, health and safety and/or food law, the provision of any Newground Materials and any related features and services made available or provided to you by or on behalf of Newground from time to time from or via the Website (whether paid for or not);
1.16 Subscription Fees: means the fees payable in respect of your Subscription Package, as provided to you by Newground during the Order process and as set out in the Order Summary;
1.17 Subscription Package: the subscription package for the specific Services for which you have subscribed relating to environment, health and safety and/or food legislation updates, when placing your Order, the details of which are set out in the relevant section of your Online Account;
1.18 Subscription Term: means the Initial Subscription Term and each Renewal Subscription Term (if any);
1.19 Trial Period: means a period for which access to the Services is granted on a Trial Use basis, as determined by Newground in respect of each customer;
1.20 Trial Use: means any temporary access to, or use of, any Services which may be made available to you free of charge for trial purposes only during the Trial Period;
1.21 User: means where you enter into these Terms of Service on behalf of a company, entity or other organisation, any employee or other person who is authorised by that entity to access or use the Services and/or the Website on its behalf;
1.22 You: means (a) you where you are an individual, or (b) where you enter into these Terms of Service on behalf of a company, entity or other organisation, that company, entity or organisation, as the context so requires, and the word “your” shall be construed accordingly;
1.23 Your Content: means any information, data or other content, documents or materials uploaded, transferred, submitted or otherwise made available using, through or in connection with the Services by you or any User.
2.1 Trial Use - You may subscribe for Trial Use by contacting us using any of the contact details set out on our Contact page or by completing the Free Trial form on the Website. Once you have requested Trial Use, you will be sent an email with a username and a password. When you log on to the Website, you will be required to accept these Terms of Service in order to access and use the Services. You may subsequently subscribe for a paid-for Subscription Package by following the process in clause 2.2 below.
2.2 Subscription Packages - You may subscribe for any of the paid-for Subscription Packages by contacting us using any of the contact details set out on our Contact page on the Website. Once you have placed your Order, you will be sent an acknowledgement email setting out a summary of your Order, including the Subscription Package that you have requested, the Initial Subscription Term and the Subscription Fees payable (the Order Summary). If you have not already accepted these Terms of Service in respect of any Trial Use, you will be required to accept these Terms of Service during the Order process for your Subscription Package. If we accept your Order, we will provide you with access to the Services that you have subscribed to receive and will notify you that such access has been granted, at which point (the Commencement Date) the contract between us for the Subscription Package will be formed and an invoice for the Subscription Fees will be sent to you.
2.3 If you require any support or assistance in relation to the Services or any additional training and/or consultancy services, you can contact us using the contact details set out on the Contact page on the Website. If you request any training and/or consultancy services in addition to the Services, then if we agree in our discretion to provide any such services, these will be supplied subject to separate terms and conditions and subject to the payment of any additional fees payable for those services.
3.1 You may subscribe for one of the Subscription Package options provided to you when placing your Order.
3.2 We will begin to provide access to the Services under a Subscription Package on the Commencement Date. Access to the Services shall be provided for the Initial Subscription Term (which shall be stated as in the relevant Order Summary as a period of 12 months or a multiple thereof, such period to expire on the 28th day of the relevant Renewal Month) and, where the Services are extended for a subsequent Renewal Subscription Term pursuant to clause 3.3 and clause 3.4, for each Renewal Subscription Term (if any), subject to earlier termination pursuant to clause 10 of these Terms of Service.
3.3 We will send to you via email a written notice (Renewal Notice) at least 80 days prior to the date of expiry of the Initial Subscription Term or the then current Renewal Subscription Term (in each case, the Expiry Date), reminding you that the Services are due to expire and notifying you of the Subscription Fees payable in respect of the upcoming Renewal Subscription Term.
3.4 If, after we have sent a Renewal Notice, you wish to cancel the Services on the relevant Expiry Date or change the scope of the Services you have subscribed for or discuss renewing the Services on different terms, you must notify us by email at [email protected] by the relevant date set out in the Renewal Notice (or at least 10 days before the relevant Expiry Date if no such date is set out in the Renewal Notice). If you do not notify us that you wish to cancel the Services or change your Subscription Package in accordance with this clause 3.4, the Services shall automatically extend for a Renewal Subscription Term and payment of the applicable Subscription Fees for that Renewal Subscription Term must be paid in full by no later than the relevant Expiry Date.
3.5 If you have subscribed to the Services on a Trial Use basis, the Services will begin on the date that you click to accept the Terms of Service and shall terminate immediately upon expiration of the Trial Period, subject to earlier termination under clause 10 of these Terms of Service. Prior to the end of the Trial Period, we may contact you via telephone or email to ascertain whether you wish to pay to continue to use the Services. Following the end of the Trial Period, you may purchase a paid subscription for the Services pursuant to clause 2.2 or decline to do so.
4.1 Subject to these Terms of Service, Newground hereby grants you a personal, non-exclusive, non-transferable, revocable licence, during the Subscription Term (or during the Trial Period in respect of any Trial Use), to access and use the Services and the Newground Materials for your internal business purposes only.
4.2 The Services and the Newground Materials are licensed, not sold, to you pursuant to, and solely for your use under and subject to, these Terms of Service. Newground or its licensors as applicable retain all right, title, and interest in and to the Website, the Services and the Newground Materials, including without limitation all Intellectual Property Rights relating thereto.
4.3 Newground reserves the right at its sole discretion, and with or without notice to you, to add or remove features or functions to or from the Services. You agree that Newground has no obligation to provide you with any such updates.
4.4 In order to use the Services, you must meet certain minimum system requirements, as specified and published by Newground on the Website, which include, but are not limited to, having access to the Internet and your Internet connection speed exceeding certain minimums, in order for certain features of the Services to function properly.
5.1 Your access to and use of the Services and/or the Website is subject to your compliance with the provisions of these Terms of Service.
5.2 You agree not to decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code of the Website.
5.3 Unless expressly set out in these Terms of Service, you may not assign, copy, create derivative works of, distribute, lease, loan, modify, pledge, rent, sell, sublicense or otherwise transfer, directly or indirectly, the Services and/or the Newground Materials, or any part thereof to a third party. You are prohibited from:
(a) reselling, or acting as an intermediary or service provider for, any of the Services or the Newground Materials or any part thereof;
(b) using any of the Services or Newground Materials or any part thereof for the benefit of any third party;
(c) reproducing, duplicating, copying or re-selling any part of the Newground Materials for any third party;
(d) accessing all or any part of the Services or the Newground Materials in order to build a product or service which competes with the Services and/or the Newground Materials; and
(e) publishing or re-distributing any of the Services or Newground Materials, or any other content or materials generated from your use of the Services or the Newground Materials in any form, including (but not limited to) on any website that you operate or that is operated by any third party.
5.4 You may print off and download any of the Newground Materials for your internal business use, provided that you do not modify any of the content and you do not remove any copyright, trade mark notification or other proprietary notices from such Newground Materials.
5.5 You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored, any software used in the provision of the Website or Services, or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
6.1 You warrant that you will and will ensure that all Users will:
(a) comply with all applicable laws, regulations and codes of practice with respect to your use of the Services and/or the Website;
(b) not use the Services and/or the Website in a way which is unlawful, defamatory, obscene, indecent, offensive or threatening or which infringes the Intellectual Property Rights of any third party;
(c) not distribute or transmit any viruses, worms, Trojan horses or any other technologically harmful data, programs or software through, via or using the Services; and
(d) not transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
6.2 You must keep your Access Details confidential and secure. You are solely responsible for all activity occurring under or using your Access Details.
6.3 Newground has no obligation or responsibility in respect of the use, distribution, disclosure or management of your Access Details by you or any User. Newground will not be liable for any loss or damage that you may incur as a result of someone else using your Access Details, either with or without your knowledge.
6.4 You must inform us immediately in writing of any loss, misuse or unauthorised use of your Access Details.
6.5 Newground has the right to disable any user identification code or password at any time if, in Newground’s opinion, you or any User has failed to comply with any of the provisions of these Terms of Service or in response to any threatened or perceived security risk.
6.6 You are responsible for each User’s compliance with these Terms of Service in connection with their access and use of the Services and/or the Website.
7.1 You hereby grant to Newground, for the purpose of providing the Services, a non-exclusive, worldwide, royalty-free, fully-paid, transferable licence to host, cache, record, copy, display, transmit, upload, transfer and download Your Content in connection with your use of the Services.
7.2 You will not, and will procure that the Users will not post, upload, link to or otherwise distribute or transmit any of Your Content via the Services:
(a) that infringes or would infringe any third party Intellectual Property Rights or any rights to privacy;
(b) that does not comply with, or would put Newground in breach of, any applicable law, regulation or code of practice, or which advocates or incites illegal activity;
(c) for which you do not have the necessary rights, consents and permissions to do so;
(d) that promotes, solicits or contains abusive, defamatory, violent, harassing, indecent, obscene, pornographic, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material, or which is harmful to minors;
(e) that contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software; or
(f) that is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
7.3 We reserve the right to remove any of Your Content without notice if we receive notice that, or if in our opinion, such of Your Content does not comply with the provisions of clause 7.2 set out above.
7.4 We also have the right to disclose your identity to any third party who claims that any of Your Content is unlawful, untrue or defamatory, or constitutes a violation of their Intellectual Property Rights, or of their right to privacy, or is in breach of any legal duty owed to that third party.
7.5 By uploading Your Content to our Website or via the Services, you agree that you will provide to us at our request all information and assistance that may be reasonably necessary, including but not limited to providing documents or correspondence (where available), in connection with any complaint received, or claim or proceedings brought by, a third party in respect of Your Content. We may also disclose your identity and/or Your Content or any part thereof to any legal, regulatory or other administrative body of competent jurisdiction in connection with any such complaint, claim or proceeding.
7.6 You warrant that you are the owner or licensee of any of Your Content you upload to the Website in connection with the Services.
7.7 When you upload and save Your Content to the Website, Your Content will only be available to you and the Users via your Online Account. You agree that Newground may access and process Your Content for the purposes of providing the Services.
7.8 You warrant that you have obtained all necessary licences, permissions and consents required for you to upload Your Content to the Website and for Newground to access, use and process such of Your Content for the purposes of providing the Services.
7.9 You are also responsible for the making and keeping of back-up copies of any or all of Your Content uploaded or submitted to the Website.
7.10 You have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of Your Content and Newground has no responsibility or liability for the legality, reliability, integrity, accuracy, completeness or quality of Your Content or for any inaccuracies or errors in any of Your Content as a result of any inaccurate, incomplete or incorrect information submitted by you or the Users.
8.1 Newground does not monitor, screen, verify or endorse any of Your Content. To the fullest extent permitted by applicable law, Newground shall not be responsible or liable for any of Your Content, including without limitation any:
(a) of Your Content that is uploaded or held by you or any User in connection with the Services;
(b) access to or alteration of Your Content by you, a User or any third party;
(c) of Your Content which is defamatory, illegal, obscene, offensive or threatening;
(d) of Your Content which infringes any third party rights, including without limitation any Intellectual Property Rights, rights of confidentiality or rights to privacy;
(e) of Your Content which does not comply with any applicable law, regulation or code of practice or which advocates or incites illegal activity; or
(f) of Your Content which contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software.
8.2 Without prejudice to clause 7.9, in the event that any of Your Content is lost, deleted, corrupted or damaged in any way, save where such of Your Content is lost, deleted, corrupted or damaged as a result of any act, omission or error by you or any User, on your request Newground will use reasonable commercial efforts to restore such of Your Content from the most recent back-up copy in Newground’s possession (if any) and this will be Newground’s sole liability to you in respect of any such loss, deletion, corruption or damage of or to Your Content. For the avoidance of doubt, Newground shall not be liable for any loss, deletion, corruption or damage of or to Your Content (or for restoring the same) which may arise out of or in connection with any act, omission or error by you or any User.
8.3 The Newground Materials are not intended to constitute legal advice for any specific situation. Newground does not undertake any obligation to consider whether the information forming part of the Newground Materials is either sufficient or appropriate for any particular actual circumstances.
8.4 In the event that you access or use any precedent documents forming part of the Newground Materials, use of any such precedent documents and any modifications, deletions and/or additions you may choose to make to such precedent documents is at your own risk. You and the relevant Users are solely responsible for selecting the appropriate precedent document for use based on your specific requirements.
8.5 You are responsible for checking your Online Account regularly for any updates to relevant legislation and for ensuring that you comply with such legislation.
8.6 Newground does not accept any responsibility for action taken by you or any User as a result of any Newground Materials provided by us. You should take specific legal advice when dealing with specific situations. The Newground Materials are general and educational in nature and may not apply to the specific facts and circumstances of individual cases. Nothing in the Services or in these Terms of Service nor any receipt or use of such Services, shall be construed or relied on as providing any legal advice or opinion whatsoever in respect of any specific facts or circumstances of individual cases.
9.1 The Subscription Fees payable for the use of the Services depend on the type and length of Subscription Package you choose. The different options will be provided to you when placing your Order and the Subscription Fees for the Subscription Package you have chosen will be confirmed in the Order Summary. The Subscription Fees for the Initial Subscription Term and each Renewal Subscription Term shall be payable in full in advance and are non-refundable. The Subscription Fees payable for the Initial Subscription Term shall be payable in accordance with the payment terms set out on our invoice (which shall be 30 days unless stated otherwise on the invoice).
9.2 Newground reserves the right to change the Subscription Fees payable for the Services from time to time. Any such changes to the Subscription Fees shall apply to the next Renewal Subscription Term and shall be as set out in the Renewal Notice sent by Newground pursuant to clause 3.3.
9.3 If you wish to upgrade your Subscription Package, you will need to contact us using the contact details set out on the Contact page on our Website. Additional Subscription Fees will be payable in respect of any upgrade to your Subscription Package and where you upgrade your Subscription Package part way through the Initial Subscription Term or a Renewal Subscription Term, the additional Subscription Fees payable for the upgrade shall be reduced on a pro rata basis in respect of the remaining Initial Subscription Term or then current Renewal Subscription Term. You may not downgrade your Subscription Package part way through the Initial Subscription Term or a Renewal Subscription Term. If you wish to downgrade your Subscription Package for a subsequent Renewal Subscription Term, you will need to contact us using the contact details set out on the Contact page on the Website by the deadline set out in clause 3.4. For the avoidance of doubt, downgrades to your Subscription Package will only take effect from the commencement of the next Renewal Subscription Term.
9.4 If you choose to renew your Subscription Package at the end of the Initial Subscription Term or any Renewal Subscription Term in accordance with clause 3, payment of all Subscription Fees will be due in advance prior to such Renewal Subscription Term in accordance with clause 3.3, clause 3.4 and the terms shown on the relevant invoice.
9.5 If any payment due under these Terms of Service is not made by the relevant due date, then without prejudice to any other rights or remedies Newground may have, Newground reserves the right to temporarily suspend your access to the Services or may, at its option, terminate your access to the Services permanently pursuant to clause 10.1. Without prejudice to any other rights or remedies Newground may have, Newground may also suspend your access to the Services if any payment due by you to Newground in respect of any additional training, consultancy or other services supplied by us under any separate terms and conditions is not made by the relevant due date.
9.6 Unless otherwise specified in the applicable Order Summary, all Subscription Fees must be paid in Pounds sterling and all Subscription Fees shown exclude VAT and other applicable taxes, duties and similar charges, which will be charged to and payable separately by you at the applicable rate.
9.7 The provisions of this clause 9 do not apply to the use of the Services during any Trial Period.
10.1 Without prejudice to any other rights or remedies to which Newground may be entitled, we may terminate or suspend your access to or use of the Services and the Website immediately without liability if:
(a) you commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach;
(b) you fail to pay any invoice issued by us under these Terms of Service, or pay any other fees due in connection with your use of the Services by the due date for such payment in accordance with these Terms of Service;
(c) you are unable to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or suspend payment of your debts or admit inability to pay your debts; or
(d) a petition is filed, a notice is given, a resolution is passed, an order is made, or any other step is taken by any person for or on connection with your liquidation or winding up (other than for the sole purpose of a solvent amalgamation or solvent reconstruction); or a notice of intention to appoint an administrator is given, an application is made to court, an order is made or any other step is taken by any person, for the appointment of an administrator or administrative receiver, or an administrator or administrative receiver is appointed over you or any of your assets; or any creditor or encumbrancer attaches or takes possession of or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of your assets which is not discharged within 14 days; or you enter into a composition, compromise or arrangement to reschedule or restructure your debt with or for the benefit of any of your creditors; or if you cease or threaten to cease business; or if any equivalent or similar event occurs or proceeding is taken with respect to you in any jurisdiction to which you are subject.
10.2 Without prejudice to any other rights or remedies to which you may be entitled, you may terminate the Services immediately by providing us with written notice if we commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach.
11.1 Upon termination or expiry of the Services for any reason in accordance with these Terms of Service, your access to the Services and the Newground Materials will cease, subject to clause 11.2.
11.2 Upon termination or expiry of the Services, except where the Services are terminated by Newground pursuant to clause 10.1(a), you will have a period of 30 days to download and extract any of Your Content from your Online Account (or any other data files or registers connected with your use of the Services which are accessible via your Online Account). You are not permitted to download or extract from the Website any of the Newground Materials. Thereafter, Newground will delete any of Your Content (or any other data files or registers connected with your use of the Services) which may be in Newground’s possession or control and your right to access the same shall terminate immediately.
12.1 The Services and the Website are provided “as is” and notwithstanding any other provision of these Terms of Service, we do not warrant that:
(a) any use of the Services and/or the Website by you or any User will be uninterrupted, available or error-free;
(b) any use of the Services and/or the Website by you or any User will not infringe the Intellectual Property Rights of any third party; or
(c) the Website is free from defects, viruses, Trojan horses, worms or other technologically harmful material.
12.2 Save as expressly set out in these Terms of Service all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including any implied warranties or conditions of satisfactory quality and fitness for a particular purpose) are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.
13.1 Nothing in these Terms of Service limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) anything else that cannot be excluded or limited by applicable law.
13.2 Subject to clause 13.1, Newground will under no circumstances whatever be liable to you or any User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with your access to or use of (or inability to use) the Services and/or the Website for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) pure economic loss; or
(g) any indirect or consequential loss.
13.3 Subject to clause 13.1, our total liability to you in aggregate in respect of all other loss, damage, actions or claims suffered or incurred by you or any User out of or in connection with the Services and/or the Website, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the Subscription Fees you have paid in the 12 months preceding any claim in respect of your Subscription Package.
13.4 We shall have no liability for your inability to connect to or to access the Services and/or the Website which may result from any faults, errors or problems relating to your PC hardware, software, network, network setup or security, your Internet service provider, or any failure of a public or private telecommunications network, or any other similar problem.
13.5 We will not be liable for any loss or damage caused by any distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or the Website.
14.1 You shall indemnify Newground and hold us harmless against any claims, actions, losses, damages, expenses, costs (including any legal and other professional fees), fines and penalties arising out of or in connection with:
(a) any use of the Services and/or the Website by you or any User not in accordance with these Terms of Service;
(b) any breach by you of your obligations under clause 5, clause 6 and/or clause 7 of these Terms of Service; and
(c) any claims, actions, complaints or other proceedings which may be brought or threatened to be brought against Newground by any User or any third party as a result of your use of the Services and/or the Website.
15.1 Each party to these Terms of Service shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained in connection with the provision of the Services and shall not use the same save for the purposes of providing or receiving the Services (as the case may be) and shall not disclose such Confidential Information, without the prior written consent of the other party, to a third party, other than its employees, officers and agents who need to know such Confidential Information for the exercise or performance of its rights or obligations under these Terms of Service or its professional advisers and provided that it informs such persons of the confidential nature of the information and remains responsible for such persons’ compliance with this clause 15.
15.2 The obligations of confidentiality in this clause 15 shall not extend to any matter which the receiving party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality in these Terms of Service;
(b) was in its written records prior to receipt and not subject to confidentiality obligations;
(c) was independently disclosed to it by a third party entitled to disclose the same; or
(d) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
16.1 We will use any personal information we may collect from you or any User in accordance with our Privacy Policy (available at https://product.legislationupdateservice.co.uk/policies/privacy). You acknowledge that you have accessed and read the Privacy Policy and agree to the terms set out therein.
17.1 When we refer in these Terms of Service to "in writing", this will include e-mail.
17.2 If you wish to contact us in writing, or if any clause in these Terms of Service requires you to give us notice in writing, you can contact us via email at [email protected].
17.3 We may contact you from time to time in connection with your use of the Services or the administration of your account. If we have to contact you or give you notice in writing, we will do so by email.
17.4 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17.5 The security of communications sent over the Internet (including by e-mail) is subject to many factors outside of our control. We do not guarantee the security or confidentiality of any electronic communications and Newground shall not be responsible to you for any loss or damage that you may suffer as a result of the transmission of any such communications.
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations in relation to the Services and/or the Website that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, impossibility of the use of public or private transport, activities of hackers (including distributed denial of service attacks), malicious conduct, failure or interruption of any public or private telecommunications networks, power failures or interruption, or failures of any third party service providers (including providers of Internet services and telecommunications).
19.1 We may assign, delegate, sub-contract or transfer any of our rights and/or obligations under these Terms of Service to any third party. You may only transfer your rights or your obligations under these Terms of Service to a third party if we agree in writing.
19.2 These Terms of Service are entered into between you and Newground. No other person shall have any rights to enforce any provision contained in these Terms of Service under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.3 Each of the provisions of these Terms of Service operates separately. If any court, relevant authority or other administrative body of competent jurisdiction decides that any of the provisions in these Terms of Service (or part-provision) is unlawful, unenforceable or invalid, the remaining provisions will remain in full force and effect. If any unlawful, unenforceable or invalid provision would be legal, enforceable or valid if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it legal, enforceable or valid.
19.4 If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.1 These Terms of Service and our Privacy Policy constitute the entire agreement between you and us and supersede, replace and extinguish any previous arrangement, understanding or agreement between us relating to the subject matter they cover.
20.2 You acknowledge that you have not relied on any statement, promise, warranty or representation made or given by or on behalf of us which is not set out in these Terms of Service or the Privacy Policy. Nothing in this clause shall exclude or limit any liability for fraud or fraudulent misrepresentation.
21.1 These Terms of Service and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) will be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that may arise out of or in connection with these Terms of Service, save that Newground expressly reserves the right to bring proceedings in any jurisdiction in which you are resident or have assets.
These terms and conditions of service and website use (Terms of Service), together with our Privacy Policy (available at https://product.legislationupdateservice.co.uk/policies/privacy), govern your access to, and use of, the Services (as defined below) made available to you by or on behalf of Newground via the website at https://product.legislationupdateservice.co.uk/ (the Website).
These Terms of Service, and any contract between us, are only in the English language. Please read these Terms of Service and the Privacy Policy carefully and make sure that you understand them before using or accessing the Services. Please note that we may not necessarily keep a copy of your contract. You should print a copy of these Terms of Service or save them to your computer for future reference.
Please note that these Terms of Service apply to business customers only. If you are a consumer, please contact us.
Before using the Services, you will be asked to agree to these Terms of Service. By indicating your agreement to these Terms of Service, you agree to observe and comply with these Terms of Service and the Privacy Policy and to be legally bound by them. If you do not wish to accept and be bound by these Terms of Service or the Privacy Policy, please let us know and you will not be able to use the Services.
Where you are entering into these Terms of Service on behalf of your company or organisation, you confirm that you are duly authorised to enter into these Terms of Service and a legally binding agreement on behalf of your company or organisation.
We may amend these Terms of Service from time to time. If we have entered a contract with you to provide the Services, we will notify you if we amend these Terms of Service and any changes to these Terms of Service shall come into force in respect of your contract at the start of the next Renewal Subscription Term.
If you wish to contact us at any time in connection with these Terms of Service, please see our Contact page (available at https://thecompliancepeople.co.uk/contact/).
1 Definitions
1.1 In these Terms of Service, the following words shall have the meaning set out below:
1.2 Access Details: means the user name, password, PIN and/or such other security devices or details, in whatever form, issued to or selected by you or the Users, from time to time, in order to enable you and/or the Users to access and use the Services;
1.3 Commencement Date: shall have the meaning given to it in clause 2.2;
1.4 Confidential Information: confidential commercial, financial, marketing and/or technical information, know-how, and other information in any form or medium whether disclosed or made available orally or in writing before or after commencement of the Services, including without limitation, in the case of Newground, any confidential information forming part of the Newground Materials and, in the case of you, any confidential information forming part of Your Content;
1.5 Expiry Date: shall have the meaning given in clause 3.3;
1.6 Initial Subscription Term: shall be as set out in the Contract Summary and as further set out in clause 3.2;
1.7 Intellectual Property Rights: means copyright, rights in software, rights in databases, patents and rights in inventions, trade marks, rights in domain names, designs, know-how, trade secrets and other rights in confidential information, in each case whether registered or unregistered including applications for registration and the right to apply for registration for any of the rights listed above that are capable of being registered anywhere in the world, and all other rights having equivalent or similar effect anywhere in the world;
1.8 Newground Materials: any documents, information, precedents, updates, data and any other materials in any form provided or made available to you by or on behalf of Newground in connection with the Services;
1.9 Online Account: means the online account for which you registered in order to use and access the Services and which is accessible on, or via, the website at https://product.legislationupdateservice.co.uk/;
1.10 Order: any request or order placed or submitted by you in order to subscribe for any Subscription Package for the Services by telephone;
1.11 Order Summary: shall have the meaning given to it in clause 2.2;
1.12 Renewal Month: shall be the month of the anniversary of the Commencement Date at the end of the last year of the Initial Subscription Term or the Renewal Subscription Term (as applicable). So for example, where the Initial Subscription Term is two years and the Commencement Date is in June, the renewal month shall be June two years after the Commencement Date;
1.13 Renewal Notice: has the meaning given in clause 3.3;
1.14 Renewal Subscription Term: a period of 12 months or a multiple thereof, of the same length as such period applicable to the Initial Subscription Term. So for example, where the Initial Subscription Term set out in the Order Summary is two years, the Renewal Subscription Term shall be a period of two years from the relevant Expiry Date;
1.15 Services: means the legislation update service relating to environment, health and safety and/or food law, the provision of any Newground Materials and any related features and services made available or provided to you by or on behalf of Newground from time to time from or via the Website (whether paid for or not);
1.16 Subscription Fees: means the fees payable in respect of your Subscription Package, as provided to you by Newground during the Order process and as set out in the Order Summary;
1.17 Subscription Package: the subscription package for the specific Services for which you have subscribed relating to environment, health and safety and/or food legislation updates, when placing your Order, the details of which are set out in the relevant section of your Online Account;
1.18 Subscription Term: means the Initial Subscription Term and each Renewal Subscription Term (if any);
1.19 Trial Period: means a period for which access to the Services is granted on a Trial Use basis, as determined by Newground in respect of each customer;
1.20 Trial Use: means any temporary access to, or use of, any Services which may be made available to you free of charge for trial purposes only during the Trial Period;
1.21 User: means where you enter into these Terms of Service on behalf of a company, entity or other organisation, any employee or other person who is authorised by that entity to access or use the Services and/or the Website on its behalf;
1.22 You: means (a) you where you are an individual, or (b) where you enter into these Terms of Service on behalf of a company, entity or other organisation, that company, entity or organisation, as the context so requires, and the word “your” shall be construed accordingly;
1.23 Your Content: means any information, data or other content, documents or materials uploaded, transferred, submitted or otherwise made available using, through or in connection with the Services by you or any User.
2 Order Process
2.1 Trial Use - You may subscribe for Trial Use by contacting us using any of the contact details set out on our Contact page or by completing the Free Trial form on the Website. Once you have requested Trial Use, you will be sent an email with a username and a password. When you log on to the Website, you will be required to accept these Terms of Service in order to access and use the Services. You may subsequently subscribe for a paid-for Subscription Package by following the process in clause 2.2 below.
2.2 Subscription Packages - You may subscribe for any of the paid-for Subscription Packages by contacting us using any of the contact details set out on our Contact page on the Website. Once you have placed your Order, you will be sent an acknowledgement email setting out a summary of your Order, including the Subscription Package that you have requested, the Initial Subscription Term and the Subscription Fees payable (the Order Summary). If you have not already accepted these Terms of Service in respect of any Trial Use, you will be required to accept these Terms of Service during the Order process for your Subscription Package. If we accept your Order, we will provide you with access to the Services that you have subscribed to receive and will notify you that such access has been granted, at which point (the Commencement Date) the contract between us for the Subscription Package will be formed and an invoice for the Subscription Fees will be sent to you.
2.3 If you require any support or assistance in relation to the Services or any additional training and/or consultancy services, you can contact us using the contact details set out on the Contact page on the Website. If you request any training and/or consultancy services in addition to the Services, then if we agree in our discretion to provide any such services, these will be supplied subject to separate terms and conditions and subject to the payment of any additional fees payable for those services.
3 Duration and Renewal of Services
3.1 You may subscribe for one of the Subscription Package options provided to you when placing your Order.
3.2 We will begin to provide access to the Services under a Subscription Package on the Commencement Date. Access to the Services shall be provided for the Initial Subscription Term (which shall be stated as in the relevant Order Summary as a period of 12 months or a multiple thereof, such period to expire on the 28th day of the relevant Renewal Month) and, where the Services are extended for a subsequent Renewal Subscription Term pursuant to clause 3.3 and clause 3.4, for each Renewal Subscription Term (if any), subject to earlier termination pursuant to clause 10 of these Terms of Service.
3.3 We will send to you via email a written notice (Renewal Notice) at least 80 days prior to the date of expiry of the Initial Subscription Term or the then current Renewal Subscription Term (in each case, the Expiry Date), reminding you that the Services are due to expire and notifying you of the Subscription Fees payable in respect of the upcoming Renewal Subscription Term.
3.4 If, after we have sent a Renewal Notice, you wish to cancel the Services on the relevant Expiry Date or change the scope of the Services you have subscribed for or discuss renewing the Services on different terms, you must notify us by email at [email protected] by the relevant date set out in the Renewal Notice (or at least 10 days before the relevant Expiry Date if no such date is set out in the Renewal Notice). If you do not notify us that you wish to cancel the Services or change your Subscription Package in accordance with this clause 3.4, the Services shall automatically extend for a Renewal Subscription Term and payment of the applicable Subscription Fees for that Renewal Subscription Term must be paid in full by no later than the relevant Expiry Date.
3.5 If you have subscribed to the Services on a Trial Use basis, the Services will begin on the date that you click to accept the Terms of Service and shall terminate immediately upon expiration of the Trial Period, subject to earlier termination under clause 10 of these Terms of Service. Prior to the end of the Trial Period, we may contact you via telephone or email to ascertain whether you wish to pay to continue to use the Services. Following the end of the Trial Period, you may purchase a paid subscription for the Services pursuant to clause 2.2 or decline to do so.
4 Grant of Licence
4.1 Subject to these Terms of Service, Newground hereby grants you a personal, non-exclusive, non-transferable, revocable licence, during the Subscription Term (or during the Trial Period in respect of any Trial Use), to access and use the Services and the Newground Materials for your internal business purposes only.
4.2 The Services and the Newground Materials are licensed, not sold, to you pursuant to, and solely for your use under and subject to, these Terms of Service. Newground or its licensors as applicable retain all right, title, and interest in and to the Website, the Services and the Newground Materials, including without limitation all Intellectual Property Rights relating thereto.
4.3 Newground reserves the right at its sole discretion, and with or without notice to you, to add or remove features or functions to or from the Services. You agree that Newground has no obligation to provide you with any such updates.
4.4 In order to use the Services, you must meet certain minimum system requirements, as specified and published by Newground on the Website, which include, but are not limited to, having access to the Internet and your Internet connection speed exceeding certain minimums, in order for certain features of the Services to function properly.
5 Restrictions on use
5.1 Your access to and use of the Services and/or the Website is subject to your compliance with the provisions of these Terms of Service.
5.2 You agree not to decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code of the Website.
5.3 Unless expressly set out in these Terms of Service, you may not assign, copy, create derivative works of, distribute, lease, loan, modify, pledge, rent, sell, sublicense or otherwise transfer, directly or indirectly, the Services and/or the Newground Materials, or any part thereof to a third party. You are prohibited from:
(a) reselling, or acting as an intermediary or service provider for, any of the Services or the Newground Materials or any part thereof;
(b) using any of the Services or Newground Materials or any part thereof for the benefit of any third party;
(c) reproducing, duplicating, copying or re-selling any part of the Newground Materials for any third party;
(d) accessing all or any part of the Services or the Newground Materials in order to build a product or service which competes with the Services and/or the Newground Materials; and
(e) publishing or re-distributing any of the Services or Newground Materials, or any other content or materials generated from your use of the Services or the Newground Materials in any form, including (but not limited to) on any website that you operate or that is operated by any third party.
5.4 You may print off and download any of the Newground Materials for your internal business use, provided that you do not modify any of the content and you do not remove any copyright, trade mark notification or other proprietary notices from such Newground Materials.
5.5 You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored, any software used in the provision of the Website or Services, or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
6 Your Obligations in respect of the Services
6.1 You warrant that you will and will ensure that all Users will:
(a) comply with all applicable laws, regulations and codes of practice with respect to your use of the Services and/or the Website;
(b) not use the Services and/or the Website in a way which is unlawful, defamatory, obscene, indecent, offensive or threatening or which infringes the Intellectual Property Rights of any third party;
(c) not distribute or transmit any viruses, worms, Trojan horses or any other technologically harmful data, programs or software through, via or using the Services; and
(d) not transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
6.2 You must keep your Access Details confidential and secure. You are solely responsible for all activity occurring under or using your Access Details.
6.3 Newground has no obligation or responsibility in respect of the use, distribution, disclosure or management of your Access Details by you or any User. Newground will not be liable for any loss or damage that you may incur as a result of someone else using your Access Details, either with or without your knowledge.
6.4 You must inform us immediately in writing of any loss, misuse or unauthorised use of your Access Details.
6.5 Newground has the right to disable any user identification code or password at any time if, in Newground’s opinion, you or any User has failed to comply with any of the provisions of these Terms of Service or in response to any threatened or perceived security risk.
6.6 You are responsible for each User’s compliance with these Terms of Service in connection with their access and use of the Services and/or the Website.
7 Your Content
7.1 You hereby grant to Newground, for the purpose of providing the Services, a non-exclusive, worldwide, royalty-free, fully-paid, transferable licence to host, cache, record, copy, display, transmit, upload, transfer and download Your Content in connection with your use of the Services.
7.2 You will not, and will procure that the Users will not post, upload, link to or otherwise distribute or transmit any of Your Content via the Services:
(a) that infringes or would infringe any third party Intellectual Property Rights or any rights to privacy;
(b) that does not comply with, or would put Newground in breach of, any applicable law, regulation or code of practice, or which advocates or incites illegal activity;
(c) for which you do not have the necessary rights, consents and permissions to do so;
(d) that promotes, solicits or contains abusive, defamatory, violent, harassing, indecent, obscene, pornographic, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material, or which is harmful to minors;
(e) that contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software; or
(f) that is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
7.3 We reserve the right to remove any of Your Content without notice if we receive notice that, or if in our opinion, such of Your Content does not comply with the provisions of clause 7.2 set out above.
7.4 We also have the right to disclose your identity to any third party who claims that any of Your Content is unlawful, untrue or defamatory, or constitutes a violation of their Intellectual Property Rights, or of their right to privacy, or is in breach of any legal duty owed to that third party.
7.5 By uploading Your Content to our Website or via the Services, you agree that you will provide to us at our request all information and assistance that may be reasonably necessary, including but not limited to providing documents or correspondence (where available), in connection with any complaint received, or claim or proceedings brought by, a third party in respect of Your Content. We may also disclose your identity and/or Your Content or any part thereof to any legal, regulatory or other administrative body of competent jurisdiction in connection with any such complaint, claim or proceeding.
7.6 You warrant that you are the owner or licensee of any of Your Content you upload to the Website in connection with the Services.
7.7 When you upload and save Your Content to the Website, Your Content will only be available to you and the Users via your Online Account. You agree that Newground may access and process Your Content for the purposes of providing the Services.
7.8 You warrant that you have obtained all necessary licences, permissions and consents required for you to upload Your Content to the Website and for Newground to access, use and process such of Your Content for the purposes of providing the Services.
7.9 You are also responsible for the making and keeping of back-up copies of any or all of Your Content uploaded or submitted to the Website.
7.10 You have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of Your Content and Newground has no responsibility or liability for the legality, reliability, integrity, accuracy, completeness or quality of Your Content or for any inaccuracies or errors in any of Your Content as a result of any inaccurate, incomplete or incorrect information submitted by you or the Users.
8 No Liability for Content
8.1 Newground does not monitor, screen, verify or endorse any of Your Content. To the fullest extent permitted by applicable law, Newground shall not be responsible or liable for any of Your Content, including without limitation any:
(a) of Your Content that is uploaded or held by you or any User in connection with the Services;
(b) access to or alteration of Your Content by you, a User or any third party;
(c) of Your Content which is defamatory, illegal, obscene, offensive or threatening;
(d) of Your Content which infringes any third party rights, including without limitation any Intellectual Property Rights, rights of confidentiality or rights to privacy;
(e) of Your Content which does not comply with any applicable law, regulation or code of practice or which advocates or incites illegal activity; or
(f) of Your Content which contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software.
8.2 Without prejudice to clause 7.9, in the event that any of Your Content is lost, deleted, corrupted or damaged in any way, save where such of Your Content is lost, deleted, corrupted or damaged as a result of any act, omission or error by you or any User, on your request Newground will use reasonable commercial efforts to restore such of Your Content from the most recent back-up copy in Newground’s possession (if any) and this will be Newground’s sole liability to you in respect of any such loss, deletion, corruption or damage of or to Your Content. For the avoidance of doubt, Newground shall not be liable for any loss, deletion, corruption or damage of or to Your Content (or for restoring the same) which may arise out of or in connection with any act, omission or error by you or any User.
8.3 The Newground Materials are not intended to constitute legal advice for any specific situation. Newground does not undertake any obligation to consider whether the information forming part of the Newground Materials is either sufficient or appropriate for any particular actual circumstances.
8.4 In the event that you access or use any precedent documents forming part of the Newground Materials, use of any such precedent documents and any modifications, deletions and/or additions you may choose to make to such precedent documents is at your own risk. You and the relevant Users are solely responsible for selecting the appropriate precedent document for use based on your specific requirements.
8.5 You are responsible for checking your Online Account regularly for any updates to relevant legislation and for ensuring that you comply with such legislation.
8.6 Newground does not accept any responsibility for action taken by you or any User as a result of any Newground Materials provided by us. You should take specific legal advice when dealing with specific situations. The Newground Materials are general and educational in nature and may not apply to the specific facts and circumstances of individual cases. Nothing in the Services or in these Terms of Service nor any receipt or use of such Services, shall be construed or relied on as providing any legal advice or opinion whatsoever in respect of any specific facts or circumstances of individual cases.
9 Fees, Payment and Changes
9.1 The Subscription Fees payable for the use of the Services depend on the type and length of Subscription Package you choose. The different options will be provided to you when placing your Order and the Subscription Fees for the Subscription Package you have chosen will be confirmed in the Order Summary. The Subscription Fees for the Initial Subscription Term and each Renewal Subscription Term shall be payable in full in advance and are non-refundable. The Subscription Fees payable for the Initial Subscription Term shall be payable in accordance with the payment terms set out on our invoice (which shall be 30 days unless stated otherwise on the invoice).
9.2 Newground reserves the right to change the Subscription Fees payable for the Services from time to time. Any such changes to the Subscription Fees shall apply to the next Renewal Subscription Term and shall be as set out in the Renewal Notice sent by Newground pursuant to clause 3.3.
9.3 If you wish to upgrade your Subscription Package, you will need to contact us using the contact details set out on the Contact page on our Website. Additional Subscription Fees will be payable in respect of any upgrade to your Subscription Package and where you upgrade your Subscription Package part way through the Initial Subscription Term or a Renewal Subscription Term, the additional Subscription Fees payable for the upgrade shall be reduced on a pro rata basis in respect of the remaining Initial Subscription Term or then current Renewal Subscription Term. You may not downgrade your Subscription Package part way through the Initial Subscription Term or a Renewal Subscription Term. If you wish to downgrade your Subscription Package for a subsequent Renewal Subscription Term, you will need to contact us using the contact details set out on the Contact page on the Website by the deadline set out in clause 3.4. For the avoidance of doubt, downgrades to your Subscription Package will only take effect from the commencement of the next Renewal Subscription Term.
9.4 If you choose to renew your Subscription Package at the end of the Initial Subscription Term or any Renewal Subscription Term in accordance with clause 3, payment of all Subscription Fees will be due in advance prior to such Renewal Subscription Term in accordance with clause 3.3, clause 3.4 and the terms shown on the relevant invoice.
9.5 If any payment due under these Terms of Service is not made by the relevant due date, then without prejudice to any other rights or remedies Newground may have, Newground reserves the right to temporarily suspend your access to the Services or may, at its option, terminate your access to the Services permanently pursuant to clause 10.1. Without prejudice to any other rights or remedies Newground may have, Newground may also suspend your access to the Services if any payment due by you to Newground in respect of any additional training, consultancy or other services supplied by us under any separate terms and conditions is not made by the relevant due date.
9.6 Unless otherwise specified in the applicable Order Summary, all Subscription Fees must be paid in Pounds sterling and all Subscription Fees shown exclude VAT and other applicable taxes, duties and similar charges, which will be charged to and payable separately by you at the applicable rate.
9.7 The provisions of this clause 9 do not apply to the use of the Services during any Trial Period.
10 Termination of Services
10.1 Without prejudice to any other rights or remedies to which Newground may be entitled, we may terminate or suspend your access to or use of the Services and the Website immediately without liability if:
(a) you commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach;
(b) you fail to pay any invoice issued by us under these Terms of Service, or pay any other fees due in connection with your use of the Services by the due date for such payment in accordance with these Terms of Service;
(c) you are unable to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or suspend payment of your debts or admit inability to pay your debts; or
(d) a petition is filed, a notice is given, a resolution is passed, an order is made, or any other step is taken by any person for or on connection with your liquidation or winding up (other than for the sole purpose of a solvent amalgamation or solvent reconstruction); or a notice of intention to appoint an administrator is given, an application is made to court, an order is made or any other step is taken by any person, for the appointment of an administrator or administrative receiver, or an administrator or administrative receiver is appointed over you or any of your assets; or any creditor or encumbrancer attaches or takes possession of or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of your assets which is not discharged within 14 days; or you enter into a composition, compromise or arrangement to reschedule or restructure your debt with or for the benefit of any of your creditors; or if you cease or threaten to cease business; or if any equivalent or similar event occurs or proceeding is taken with respect to you in any jurisdiction to which you are subject.
10.2 Without prejudice to any other rights or remedies to which you may be entitled, you may terminate the Services immediately by providing us with written notice if we commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach.
11 Consequences of Termination
11.1 Upon termination or expiry of the Services for any reason in accordance with these Terms of Service, your access to the Services and the Newground Materials will cease, subject to clause 11.2.
11.2 Upon termination or expiry of the Services, except where the Services are terminated by Newground pursuant to clause 10.1(a), you will have a period of 30 days to download and extract any of Your Content from your Online Account (or any other data files or registers connected with your use of the Services which are accessible via your Online Account). You are not permitted to download or extract from the Website any of the Newground Materials. Thereafter, Newground will delete any of Your Content (or any other data files or registers connected with your use of the Services) which may be in Newground’s possession or control and your right to access the same shall terminate immediately.
12 No Warranty
12.1 The Services and the Website are provided “as is” and notwithstanding any other provision of these Terms of Service, we do not warrant that:
(a) any use of the Services and/or the Website by you or any User will be uninterrupted, available or error-free;
(b) any use of the Services and/or the Website by you or any User will not infringe the Intellectual Property Rights of any third party; or
(c) the Website is free from defects, viruses, Trojan horses, worms or other technologically harmful material.
12.2 Save as expressly set out in these Terms of Service all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including any implied warranties or conditions of satisfactory quality and fitness for a particular purpose) are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.
13 Our liability
13.1 Nothing in these Terms of Service limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) anything else that cannot be excluded or limited by applicable law.
13.2 Subject to clause 13.1, Newground will under no circumstances whatever be liable to you or any User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with your access to or use of (or inability to use) the Services and/or the Website for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) pure economic loss; or
(g) any indirect or consequential loss.
13.3 Subject to clause 13.1, our total liability to you in aggregate in respect of all other loss, damage, actions or claims suffered or incurred by you or any User out of or in connection with the Services and/or the Website, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the Subscription Fees you have paid in the 12 months preceding any claim in respect of your Subscription Package.
13.4 We shall have no liability for your inability to connect to or to access the Services and/or the Website which may result from any faults, errors or problems relating to your PC hardware, software, network, network setup or security, your Internet service provider, or any failure of a public or private telecommunications network, or any other similar problem.
13.5 We will not be liable for any loss or damage caused by any distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or the Website.
14 Indemnity
14.1 You shall indemnify Newground and hold us harmless against any claims, actions, losses, damages, expenses, costs (including any legal and other professional fees), fines and penalties arising out of or in connection with:
(a) any use of the Services and/or the Website by you or any User not in accordance with these Terms of Service;
(b) any breach by you of your obligations under clause 5, clause 6 and/or clause 7 of these Terms of Service; and
(c) any claims, actions, complaints or other proceedings which may be brought or threatened to be brought against Newground by any User or any third party as a result of your use of the Services and/or the Website.
15 Confidentiality
15.1 Each party to these Terms of Service shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained in connection with the provision of the Services and shall not use the same save for the purposes of providing or receiving the Services (as the case may be) and shall not disclose such Confidential Information, without the prior written consent of the other party, to a third party, other than its employees, officers and agents who need to know such Confidential Information for the exercise or performance of its rights or obligations under these Terms of Service or its professional advisers and provided that it informs such persons of the confidential nature of the information and remains responsible for such persons’ compliance with this clause 15.
15.2 The obligations of confidentiality in this clause 15 shall not extend to any matter which the receiving party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality in these Terms of Service;
(b) was in its written records prior to receipt and not subject to confidentiality obligations;
(c) was independently disclosed to it by a third party entitled to disclose the same; or
(d) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
16 How we use your personal information
16.1 We will use any personal information we may collect from you or any User in accordance with our Privacy Policy (available at https://product.legislationupdateservice.co.uk/policies/privacy). You acknowledge that you have accessed and read the Privacy Policy and agree to the terms set out therein.
17 Communications
17.1 When we refer in these Terms of Service to "in writing", this will include e-mail.
17.2 If you wish to contact us in writing, or if any clause in these Terms of Service requires you to give us notice in writing, you can contact us via email at [email protected].
17.3 We may contact you from time to time in connection with your use of the Services or the administration of your account. If we have to contact you or give you notice in writing, we will do so by email.
17.4 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17.5 The security of communications sent over the Internet (including by e-mail) is subject to many factors outside of our control. We do not guarantee the security or confidentiality of any electronic communications and Newground shall not be responsible to you for any loss or damage that you may suffer as a result of the transmission of any such communications.
18 Force Majeure
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations in relation to the Services and/or the Website that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, impossibility of the use of public or private transport, activities of hackers (including distributed denial of service attacks), malicious conduct, failure or interruption of any public or private telecommunications networks, power failures or interruption, or failures of any third party service providers (including providers of Internet services and telecommunications).
19 General
19.1 We may assign, delegate, sub-contract or transfer any of our rights and/or obligations under these Terms of Service to any third party. You may only transfer your rights or your obligations under these Terms of Service to a third party if we agree in writing.
19.2 These Terms of Service are entered into between you and Newground. No other person shall have any rights to enforce any provision contained in these Terms of Service under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.3 Each of the provisions of these Terms of Service operates separately. If any court, relevant authority or other administrative body of competent jurisdiction decides that any of the provisions in these Terms of Service (or part-provision) is unlawful, unenforceable or invalid, the remaining provisions will remain in full force and effect. If any unlawful, unenforceable or invalid provision would be legal, enforceable or valid if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it legal, enforceable or valid.
19.4 If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20 Entire Agreement
20.1 These Terms of Service and our Privacy Policy constitute the entire agreement between you and us and supersede, replace and extinguish any previous arrangement, understanding or agreement between us relating to the subject matter they cover.
20.2 You acknowledge that you have not relied on any statement, promise, warranty or representation made or given by or on behalf of us which is not set out in these Terms of Service or the Privacy Policy. Nothing in this clause shall exclude or limit any liability for fraud or fraudulent misrepresentation.
21 Governing Law
21.1 These Terms of Service and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) will be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that may arise out of or in connection with these Terms of Service, save that Newground expressly reserves the right to bring proceedings in any jurisdiction in which you are resident or have assets.