Platform subscription terms

WELCOME TO FINBOGO!

Please read these Platform Subscription Terms and Data Sharing Terms (together, the “Subscription Terms”) carefully before accessing the Finbogo online CRM and booking platform (the “Platform”). Once accepted by or on behalf of the Professional, they will create a legally binding contract between the Professional and Finbogo and govern the access to and use of the Platform by the Professional and Professional Users.

IMPORTANT NOTICE:

By clicking on the ‘Accept’ button:
- where you yourself are the Professional, you agree to be bound by and comply with these Subscription Terms; or,
- where the Professional for purposes of these Subscription Terms is an organisation you represent, you are confirming that you have authority to enter into these Subscription Terms on behalf of the Professional and that the Professional agrees to be bound by and comply with these Subscription Terms.
If you do not agree to these Subscription Terms, or do not have authority to agree to them on behalf of the Professional, you must click the ‘Reject’ button, and you may not access the Platform.

You should print a copy of these Subscription Terms for future reference.

These Subscription Terms set out:
- who we are;
- the terms on which Finbogo provides access to the Platform;
- how to close or deactivate an Account or terminate a Subscription;
- how changes can be made to Subscriptions, Accounts, the Platform and these Subscription Terms; and
- other important information, in particular our limitation of liability, set out in Condition 13.
Who we are
- We are Finbogo Limited, a company registered in England and Wales under company number 15397665 and whose registered office is located at Fernhill Estate Office Fernhill Road, Sutton, Newport, Shropshire, TF10 8DJ (Finbogo, we, us, our).
- To contact us, please do so in writing:
  - using the ‘Contact Us’ form available on the Platform;
  - Email: requests@Finbogo.com; or
  - Post: Finbogo Limited, 2nd Floor, Lynnfield House, Church Street, Cheshire, Altrincham WA14 4DW.
- There are other terms that may apply to you
  - These Subscription Terms refer to the following additional terms, which will also apply to the Professional’s and Professional User’s use of the Platform:
    - our Data Sharing Terms https://finbogo.com/data-sharing-terms/;
    - our Privacy Notice https://finbogo.com/privacy-policy/ which sets out details of how we collect, use and look after personal data provided or collected as part of the process of signing up for and creating an Account, or in the course of accessing and using the Platform; and
    - our Cookies Policy, https://finbogo.com/cookies-policy/ which sets out information about the cookies used within our Platform.
  - Definitions and Interpretation

In these Subscription Terms, unless the context otherwise requires, the definitions and rules of interpretation as set out in Schedule 1 shall apply.

Account Activation and Subscription Term
- The Subscription shall commence on the Subscription Start Date, and shall continue in effect for the Initial Subscription Term and continue thereafter for either (i) successive periods of twelve months (where the Professional pays the Subscription Fees annually); or, (ii) rolling monthly periods (where the Professional pays the Subscription Fees on a monthly basis), as applicable, (each, a Renewal Term), unless:
  - the Professional contacts Finbogo (using any of the methods set out in Condition 2 to request termination of the Subscription. The Professional may submit a request to terminate its Subscription at any time and, unless the Professional subsequently withdraws such request for termination with the agreement of Finbogo, the Subscription shall then terminate upon the expiry of the Initial Term or the current Renewal Term (as applicable) and not automatically renew for a further Renewal Term; or
  - a Party exercises any other right it has to terminate the Subscription in accordance with these Subscription Terms,

(the Subscription Term).

These Subscription Terms apply to the exclusion of any other terms that the Professional seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Account must be activated before Professional Users can be given access to the Platform. The Account is created by following the Registration Process and as part of that process, the Professional acknowledges that they shall be required to:
- set up and create an account with the Payment Service Provider, which will include reviewing and accepting the Payment Service Provider’s Terms for the access to and use of the Payment Services. Where the Payment Service Provider rejects the Professional’s application to create an account, Finbogo shall have the right to terminate the Professional’s Subscription and Account and, in such circumstances, shall issue a full refund to the Professional of any Subscription Fees paid in advance; and
- activate the Account by following the instructions set out in the verification email provided to the Professional.
By completing the Registration Process the Professional or person acting on behalf of the Professional warrants that the Professional is legally capable of entering into a contract with Finbogo and the person completing the Registration Process has the authority to bind the Professional to these Subscription Terms.
The Professional may change its Subscription by accessing the Account and altering its Subscription to its preferred Subscription at any time. However, any change to the Professional’s Subscription shall only take effect from the start of the next Renewal Term and the Subscription Fees shall be amended to those applicable to the Professional’s chosen Subscription.
Finbogo reserves the right in its absolute discretion to change the Subscription Packages its offers and/or cease offering any particular Subscription Package at any time. While Finbogo will endeavour to provide notice to the Professional of such change, any such change shall take effect as determined by Finbogo, which the Professional acknowledges could be immediately.
Access to the Platform
- Subject to Condition 6, the Professional paying the Charges due from time to time and the Professional complying with these Subscription Terms, Finbogo:
  - grants to the Professional a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Professional and Professional Users to access and use the Platform during the Subscription Term solely for the Permitted Use;
  - will use reasonable endeavours, with effect from the Subscription Start Date and thereafter during the Subscription Term, to make the Platform available 24 hours a day, seven days a week, except for:
    - planned maintenance as notified by Finbogo to the Professional from time to time; and
    - unscheduled maintenance, Finbogo will endeavour to provide the Professional with notice of any unscheduled maintenance, but the Professional acknowledges that this may not be possible;
  - will provide the Professional with Finbogo’s standard customer support services in relation to Incidents during Working Hours; and
  - where practicable, shall use its reasonable endeavours to respond to a Professional User’s request for support services by the end of the next Working Day after the Professional notifies Finbogo of its request for support.
- Finbogo’s obligations under this Condition 6 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to Finbogo’s instructions, or modification or alteration of the Platform by any party other than Finbogo or it’s duly authorised contractors or agents. If the Platform does not conform with the terms of this Condition 6, Finbogo will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, provided that where such non-conformance arises due to the Professional’s and/or the Professional User’s acts or omissions or the Professional’s Environment such correction by Finbogo shall be at the Professional’s expense. Such correction constitutes the Professional’s sole and exclusive remedy for any breach of this Condition 6.
- Finbogo may:
  - make changes to the Platform:
    - where Finbogo deems such changes necessary to comply with any Applicable Law; and
    - where such changes will not materially affect the nature or quality of the Platform;
  - make changes to these Subscription Terms where Finbogo deems such changes necessary to comply with any Applicable Law, and the Professional agrees and acknowledges that it will be deemed to have accepted such changes if it continues to access or use the Platform or allows Professional Users to do the same following Finbogo’s notification of such changes.
- The Professional agrees and acknowledges that:
  - Finbogo may use other additional channels and/or affiliate programs to promote and market the Professional Services offered and made available on the Platform by the Professional from time to time;
  - Finbogo will use reasonable endeavours to ensure that all reviews made via the Platform are made by Clients only (who have purchased services from the Professional via a Booking) and that they comply with Condition 3. The Professional acknowledges that it is entirely responsible for notifying Finbogo of any reviews which do not comply with such provisions, which Finbogo may in its sole discretion remove or allow to remain on the Platform. Finbogo will allow the Professional to respond to such review and shall publish such response provided it complies with Condition 7.3;
  - Finbogo ranks all professional users of the Platform (including the Professional) in accordance with the number of search queries made, and the feedback and reviews left be Clients. In addition to such metrics, the Professional acknowledges that Finbogo may offer payment mechanisms or any other sponsorship or benefit scheme allowing a professional user (including the Professional) to increase their ranking on the Platform from time to time;
  - Finbogo is merely a provider of the Platform and does not itself provide any services similar to the Professional Services, and shall therefore not list or make any services available to book via the Platform. Finbogo does not offer any preferential treatment (including marketing or ranking) to any other professional user who is in any way connected to Finbogo;
  - the Platform incorporates third party software, including Open Source Software, and that the use of the Platform, may be subject to additional terms associated with the use of such third party software and Open Source Software. The Professional agrees to and shall procure that any Professional Users complies with any such additional terms, and any breach by the Professional or the Professional User of such terms shall be a breach of these Subscription Terms. The Professional shall indemnify and hold Finbogo harmless against any loss or damage which Finbogo may suffer or incur as a result of breach of any additional terms relating to third party software, including Open Source Software, by the Professional or a Professional User;
  - the Platform requires the Professional to have Payment Services in place to use the Platform. The Payment Services are provided to the Professional by the Payment Service Provider and are subject to the Payment Service Provider Terms and Finbogo recommends that the Professional refers to the Payment Provider Terms prior to completing the Registration Process to ensure it understands the terms upon which the Payment Services are provided;
  - any issues whatsoever relating to payments for Bookings, including chargebacks, refunds, or cancellations which may trigger refunds are subject to the Payment Service Provider Terms, and the Professional shall liaise with the Payment Service Provider in respect of such matters – the Professional should note that all Charges due to Finbogo are non-refundable, and the processing of a chargeback, refund or cancellation for the benefit of a Client will not result in a corresponding refund of any payments made by the Professional to Finbogo in respect of the relevant Subscription Fees, or in respect of any related Commission or other payment made to Finbogo, or in respect of any payment processing charges made to the Payment Services Provider;
  - it is solely responsible for its relationship (contractual or otherwise) with the Payment Service Provider;
  - it shall and it shall procure and ensure (as applicable) that Professional Users shall comply with the Payment Service Provider Terms, and any breach by the Professional or a Professional User of the Payment Service Provider Terms shall constitute a breach of these Subscription Terms;
  - it is solely responsible for any forms it creates within the Account, or which are otherwise used by the Professional to collect Client Data;
  - Finbogo makes no representation, warranty or commitment, and shall have no liability whatsoever:
    - in relation to the Professional’s correspondence, transactions, dealings or overall relationship with the Payment Service Provider;
    - in respect of the accuracy or completeness of any data (including Professional Materials or Client Data) accessed via or provided as part of the Payment Services, or
    - in respect of the legal grounds for any processing activities undertaken by the Payment Service Provider in respect of any personal data.
  - Finbogo shall be entitled to monitor and audit the use of the Platform by the Professional and each Professional User in order to monitor compliance with these Subscription Terms and to calculate the Charges that the Professional has incurred.
  - The Professional agrees and acknowledges that in addition to Finbogo’s general right to monitor the Professional’s and Professional Users’ use of the Platform, Finbogo may (but shall not be obliged to) scan and verify any information or data prior to it being uploaded to the Platform, and Finbogo shall have the right to reject or delete any such information or data that it believes causes any security risk or concern without any liability to the Professional.
- Professional Obligations
  - The Professional shall:
    - procure that its employees, agents and representatives, including in particular the Professional Users, co-operate with Finbogo on all matters relating to these Subscription Terms, and provide Finbogo with such information and materials as Finbogo may require for the purpose of these Subscription Terms and the supply of the Platform;
    - not encourage Clients or potential Clients to make Bookings or otherwise purchase the Professional Services outside of the Platform in a way to avoid paying the Commission;
    - ensure that it does not list any Prohibited Services or make Prohibited Services available to book via the Platform. The Professional acknowledges that Finbogo may remove any listing on the Professional’s profile, or any other information which the Professional uploads to the Platform, which in refers in any way to Prohibited Services;
    - use its best endeavours to prevent any unauthorised access to, or use of, the Platform and notify Finbogo promptly of any such unauthorised access or use;
    - maintain, and procure that its Professional Users maintain, the confidentiality of all Access Credentials;
    - notify Finbogo immediately of any security breach involving Access Credentials, to enable Finbogo to take steps to reinstate the security of the same, which may include revoking the Access Credentials;
    - be solely responsible for the Professional’s Environment(s) and Professional Users access to and use of the same;
    - implement and operate appropriate up-to-date IT security, including anti-virus/ anti-malware software and vulnerability management, within the Professional’s Environment(s);
    - provide and maintain the Professional’s Environment(s) so that the Professional and/or Professional Users can access the Platform at all times;
    - maintain full and accurate copies of all Professional Materials;
    - without affecting its other obligations under these Subscription Terms, comply with all Applicable Law which applies to the Professional in connection with these Subscription Terms;
    - obtain and maintain all necessary licences, consents and permissions necessary to enable Finbogo to provide the Platform and perform its obligations under these Subscription Terms;
    - maintain at all times (at its own cost):
      - appropriate registrations with the Regulator; and
      - appropriate insurance policies with reputable insurers, ensuring that the level of cover is appropriate to the Professional Services being offered by the Professional from time to time;
    - deal with all Client queries, issues, complaints, cancellations, refunds and any other matters involving a Client in a timely and appropriate manner, at all times with regard to Applicable Law (including any specific consumer laws and regulations), and in accordance with suitable cancellation policies and complaints policies;
    - not act in any way or do anything or allow anything to be done that may cause any damage to Finbogo’s brand and/or reputation;
    - acknowledge that users of the Platform are entitled to report to Finbogo any profile, content or information present on the Platform that does not comply with Conditions 3.1 to 7.3.5, which Finbogo may investigate in order to establish whether there has been a breach of those Conditions;
    - at all times have appropriate terms and conditions in place that comply with all Applicable Law (including any specific consumer laws and regulations – please see the Trading Standards advice at Home | Business Companion) for the provision of the Professional Services to Clients, and ensure that such terms and conditions are brought to the attention of the Client at the time the Client is entering into the contract with the Professional for the provision of the Professional Services;
    - maintain full and accurate copies of all Client Data and Professional Data and ensure that the same is backed up securely to an independent storage location; and
    - comply with its other responsibilities and obligations set out in these Subscription Terms in a timely and efficient manner.
  - In relation to the Professional Users, the Professional undertakes that it shall:
    - ensure that any Professional Users accessing and using the Platform do so in accordance with these Subscription Terms, and shall be solely responsible for any Professional User’s breach of these Subscription Terms;
    - not allow or suffer any Access Credentials allocated to a particular Professional User to be used by any other person unless such Access Credentials have been reassigned in their entirety by Finbogo to another individual Professional User, in which case the prior Professional User shall no longer have any right to access or use the Platform;
    - ensure that all Professional Users have the required skills, training and expertise to use the Platform.
  - The Professional shall not, and shall procure that Professional Users shall not, store through the Platform, nor access, store, distribute, transmit, upload or allow to be uploaded to or through the Platform any material (including any Professional Data) that:
    - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; and/or
    - facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory; and/or
    - is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability; and/or
    - is in a manner that is otherwise illegal or causes damage or injury to any person or property; and/or
    - contains any Viruses.
  - The Professional shall not, and shall procure that Professional Users shall not:
    - except as may be allowed by any Applicable Law incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Subscription Terms:
      - attempt to copy, duplicate, modify, create derivative works from, frame, mirror republish, download, display, transmit or distribute all or any portion of the Platform in any form or media or by any means; or
      - attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
    - access or use the Platform for any purpose other than the Permitted Use;
    - access all or any part of the Platform or Documentation in order to build a product or service which competes with the Platform;
    - license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Platform or Documentation available to any third party;
    - attempt to obtain, or assist third parties in obtaining, access to the Platform or Documentation; or
    - require Finbogo to process any data in any manner where the Professional does not have the necessary rights, licences or consents to permit Finbogo to process such data in such manner;

and Finbogo reserves the right, without liability to the Professional or prejudice to Finbogo’s other rights, to disable the Professional’s access to the Platform if any of the provisions of this Condition 7.4 are breached.

The Professional shall fully indemnify and hold Finbogo harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Finbogo arising out of or in connection with any breach by the Professional or Professional User of these Subscription Terms or the Payment Service Provider Terms.
Charges and Payment
- The Professional acknowledges that:
  - the Payment Service Provider shall manage all payments made via the Platform (including the payment of all Charges, Professional Service Fees in respect of Bookings and any other fees or transactions made via the Platform) and manage the provision of all invoices and receipts (the Payment Services);
  - payment of the Subscription Fees:
    - due in respect of the Initial Term, shall be payable by the Professional during the Registration Process when the Professional accepts these Subscription Terms and chooses its relevant Subscription Package; and
    - due in respect of the Renewal Term, shall be payable by the Professional either monthly or annually on or before the date on which the Renewal Term commences;
  - payment of the Commission shall be made by the Payment Service Provider deducting such Commission from the Professional Service Fees in relation to each Booking, and paying such Commission to Finbogo;
  - invoices for all Charges will be issued to the Professional by the Payment Service Provider on or around the date of payment of such Charges;
  - Finbogo may issue notice in advance of any Renewal Term, where the Charges payable in respect of such Renewal Term have increased from the Charges currently payable by the Professional; and
  - Finbogo may, from to time, offer discounted Subscription Fees which will apply for a fixed period, and, where it does so, such discounts shall automatically expire after the stated period, after which, Finbogo’s then current standard fees and charges shall apply.
- Finbogo shall be entitled:
  - to increase the Subscription Fees and/or the Commission with effect from the start of the next Renewal Term, subject to giving the Customer not less than 30 days’ notice of such increase; and
  - to increase the Commission with effect at any time upon giving the Professional not less than 30 days’ notice of such increase, which increase shall take effect immediately following such 30-day period, or at such later date as Finbogo specifies, provided that, where the percentage increase to the Commission is greater than the percentage increase in the Consumer Price Index (measured over the period since the last change to the Commission made in accordance with this clause 8.2.2), the Professional may terminate its Subscription by providing written notice to Finbogo within the relevant 30-day notice period, in which event it will be entitled to a pro rata refund of any payments it has made in advance in respect of the period following termination.
- All sums payable to Finbogo under these Subscription Terms:
  - are exclusive of VAT, which shall be added to Finbogo’s invoices at the appropriate rate;
  - shall be paid in full without any set off, counterclaim, deduction or withholding, and the Professional shall not be entitled to assert any credit, set off or counterclaim against Finbogo in order to justify withholding payment of any such amount in whole or in part; and
  - shall be non-refundable, save where expressly stated to the contrary in these Subscription Terms, and the Professional should note that the processing of a chargeback, refund or cancellation for the benefit of a Client will not result in a corresponding refund of any payments made by the Professional to Finbogo in respect of the relevant Subscription Fees, or in respect of any related Commission or other payment made to Finbogo, or in respect of any payment processing charges made to the Payment Services Provider
- If any sums payable under these Subscription Terms are not paid by their due date, or the Payment Service Provider is unable to collect or deduct such sums as and when they are due, then, without prejudice to the other rights and remedies of Finbogo, the Professional shall pay interest on the overdue sum from the due date until payment of the overdue sum, at the rate of 4% per annum above the Bank of England’s base rate from time to time.
- Finbogo shall be entitled to set-off any sums due to it under these Subscription Terms against any sum due from Finbogo to the Professional under these Subscription Terms.
Data Protection

Both Parties shall during the Subscription Term, comply with their respective obligations under the Applicable Data Protection Laws and the Data Sharing Terms https://finbogo.com/data-sharing-terms/, which are hereby incorporated into these Subscription Terms by reference.

Warranties
- Finbogo warrants that it:
  - has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Subscription Terms; and
  - has the right to license the Platform in accordance with these Subscription Terms.
- Finbogo:
  - does not warrant that:
    - the Professional’s use of the Platform will be uninterrupted or error-free; or
    - that the Platform and/or Documentation will meet the Professional’s requirements;
  - is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Professional acknowledges that the Platform and/or Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- The Professional acknowledges and accepts that:
  - Finbogo does not warrant or guarantee that the Platform will meet the Professional’s data processing requirements, and the Professional agrees that the existence of Incidents shall not automatically constitute a breach these Subscription Terms;
  - computers need routine maintenance and sometimes break down, and accordingly the Platform may not operate continuously and in an error-free manner. As a result, Finbogo does not guarantee to anyone that the Professional, or Professional Users will be able to access the Platform or any part thereof at any particular time and the Professional agrees that Finbogo shall have no liability to the Professional if any such persons are temporarily not able to access the Platform at such time;
  - computer software, including the Platform, is not error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences;
  - the Platform was not designed and produced to the Professional’s individual requirements and that the Professional is responsible for its selection;
  - the Platform is provided to the Professional on an “as is” and “as available” basis;
  - the Platform is provided as a tool to aid the Professional’s business but should not be relied upon in a business-critical manner; and
  - Finbogo cannot and does not warrant that the Professional’s use of the Platform will ensure its compliance with any requirements of a Regulator, or any Applicable Law from time to time, and the Professional is responsible for such compliance.
- Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Platform and Documentation are hereby excluded to the fullest extent permitted by Applicable Law.
Intellectual Property Rights
- The Professional agrees and acknowledges that Finbogo and/or its licensors own all Intellectual Property Rights in the Platform (including the Documentation). Except as expressly set out in these Subscription Terms, these Subscription Terms do not grant the Professional any rights to, or in, any Intellectual Property Rights in respect of the Platform or Documentation.
- Subject to Condition 3, Finbogo will indemnify and hold harmless the Professional on an indemnity basis only against any damages (including reasonable costs) that are awarded, or which become payable by the Professional to any third party in respect of any claim or action that the use of the Platform by the professional in accordance with these Subscription Terms infringes the Intellectual Property Rights of any third party (an IP Infringement) provided that the Professional:
  - immediately notifies Finbogo of any suspected IP Infringement;
  - subject to Condition 4, gives Finbogo the sole conduct of the defence to any claim or action in respect of an IP Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of Finbogo; and
  - acts in accordance with the reasonable instructions of Finbogo and gives to Finbogo such assistance as it shall reasonably require in respect of the conduct of the said defence, including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
- Finbogo shall have no liability to the Professional in respect of an IP Infringement if and to the extent the same results from:
  - any modification of the Platform without Finbogo’s express written approval;
  - any breach by the Professional and/or a Professional User of these Subscription Terms;
  - the Professional’s and/or the Professional User’s negligence or wilful misconduct;
  - any Open Source Software to the extent that Finbogo has complied with the applicable licence terms for the same; or
  - the installation, or use of the Platform (or any part) in combination with any third party hardware, software or services that has not been supplied or expressly authorised by Finbogo.
- In the event of an IP Infringement, Finbogo shall be entitled at its own expense and option to:
  - procure the right for Professional to continue using the Platform;
  - make such alterations, modifications, adjustments or substitutions to the Platform so that it becomes non-infringing without incurring a material diminution in performance or functionality; or
  - terminate the Subscription on 5 Business Days’ notice in writing to the Professional without any additional liability or other additional cost to the Professional.
- Conditions 2 to 11.4 set out the Professional’s sole and exclusive rights and remedies and Finbogo’s (including its employees’, agents’ and sub-contractors’) entire obligations and liability for any IP Infringement.
- The Professional warrants that:
  - it owns all Intellectual Property Rights in the Professional Material;
  - it or its licensor’s own all Intellectual Property Rights in the Professional Data;

and in each case, it has the right to licence the same to Finbogo in accordance with Condition 11.7.

The Professional hereby grants to Finbogo a perpetual, royalty free, non-exclusive, non-transferable licence to use any Intellectual Property Rights:
- in the Professional Materials for the purpose of Finbogo’s business including to register the Account, advertise the Professional Services and market the Platform more generally for as long as the Professional is Subscribed to the Platform and thereafter to use the same for its own internal business purposes; and
- in the Professional Data in connection with the Platform, including to advertise the Professional Services to Clients and other uses of the Platform.
The Professional shall indemnify Finbogo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Finbogo arising out of or in connection with any claim by a third party alleging that use of all or any part of the Professional Materials or Professional Data infringes any Intellectual Property Rights of such third party.
Confidentiality
- Each Party may be given access to Confidential Information by the other Party in order to perform its obligations under these Subscription Terms. A Party’s Confidential Information shall not be deemed to include information that:
  - is or becomes publicly known other than through any act or omission of the receiving Party;
  - was in the other Party’s lawful possession before the disclosure;
  - is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
  - is independently developed by the receiving Party, which independent development can be shown by written evidence; or
  - is required to be disclosed by any Applicable Law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each Party shall hold the other’s Confidential Information in confidence and, unless required by Applicable Law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the for the purposes envisaged by these Subscription Terms.
- Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Subscription Terms.
- Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Professional acknowledges that details of the Platform and the results of any performance tests of the Platform, constitute Finbogo’s Confidential Information.
LIMITATION OF LIABILITY: THE PROFESSIONAL’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION.
- The following provisions set out the entire liability of Finbogo (including any liability for the acts and omissions of its employees, agents, representatives and sub-contractors) in respect of:
  - any breach of its contractual obligations arising under or in connection with these Subscription Terms;
  - any use made by the Professional of the Platform including the Account or Documentation or any part of them;
  - any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with these Subscription Terms;
  - the indemnity provided by Finbogo to the Professional under Condition 2;
  - any other liability arising out of or in connection with these Subscription Terms;

(each, a Liability Event).

Notwithstanding anything to the contrary in these Subscription Terms, nothing in these Subscription Terms shall limit or exclude the liability of Finbogo:
- for death or personal injury resulting from its own negligence or that of its representatives;
- for fraud or fraudulent misrepresentation; or
- to the extent that such liability or exclusion is not permitted by law.
Subject to Condition 2, the total liability of Finbogo in respect of all Liability Events arising in relation to the Platform, or otherwise under these Subscription Terms shall in any Year be limited to an amount equal to 125% of the Subscription Fees that have been paid to Finbogo in respect of the immediately preceding Year, or in respect of the first Year, the Subscription Fees paid or payable to Finbogo in respect of that Year.
Subject to Condition 2, Finbogo shall not be liable to the Professional in respect of any Liability Events for any loss or damage which may be suffered by the Professional (or any person claiming through or under the Professional) whether the same are suffered directly or indirectly, and whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- loss of profits;
- loss of turnover;
- loss of anticipated savings;
- loss of business opportunity;
- loss of goodwill;
- loss or corruption of data;
- damage to reputation;
- any special, indirect or consequential loss,

provided that this Condition 13.4 shall not prevent claims for direct financial loss that are not excluded by Conditions 13.4.1 to 13.4.8 (inclusive).

Finbogo shall not be liable for any damage or losses to the extent they arise as a result of or in connection with:
- any failure of the Professional to observe and perform its obligations under these Subscription Terms or a breach by the Professional or a Professional User of these Subscription Terms;
- any unauthorised or incorrect access to or use of the Platform or use other than in accordance with the terms of these Subscription Terms, the Documentation or Finbogo’s instructions;
- problems or issues caused by the Professional Environment;
- any modification or alteration of the Platform by any party other than Finbogo;
- errors or omissions to the extent they are based on and/or relate to the information or instructions provided by the Professional or its employees, agents or representatives to Finbogo;
- any actions taken by Finbogo at the Professional’s direction;
- any act or omission by or on behalf of a Client;
- the Professional’s use of the Platform after the Professional became or should have become aware of an Incident, but before Finbogo has confirmed that a resolution has been implemented,

or to the extent such damage or losses could have been mitigated or avoided by the proper use of the Platform.

If at any time the Professional’s operational requirements of the Platform exceeds the operational capabilities of the same, including storage capacity to be provided as part of the Subscription, then the Professional acknowledges that it may have an adverse impact on the capability, functionality and/or performance of the Platform, and as a result Finbogo shall not be liable to the Professional for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of the Platform.
The Professional acknowledges that Finbogo has:
- no liability to the Professional or any Client howsoever arising in connection with the Professional Services, including the supply of the same to the Client or the terms and conditions upon which the Professional provides the Professional Services; or
- no liability for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Professional’s Environment including any network connections or telecommunications links or caused by the internet.
If a number of Liability Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under these Subscription Terms.
Finbogo shall have no liability to the Professional in respect of any Liability Event unless the Professional shall have served notice of the same upon Finbogo within 3 months of the date the Professional became aware or ought to have become aware of the consequences of the Liability Event.
The Professional declares and acknowledges that it has considered the provisions of this Condition 13 in detail including each of the limitations on liability contained in Conditions 3 to 13.9 (inclusive) and considers them reasonable in the circumstances having taken into account among other factors the subject matter of these Subscription Terms and having obtained or had the opportunity to obtain independent legal advice on the same.
Suspension and Termination
- Without affecting any other right or remedy available to it, Finbogo may terminate the Subscription for convenience at any time by giving 30 days’ notice to the Professional. In such circumstances, Finbogo shall issue a pro-rated refund of the Subscription Fees paid in respect of any period of time during the Subscription Term where, upon termination of the Subscription, the Professional will no longer have access to or use of the Platform, provided always that no other Subscription Fees shall be refunded in any other circumstances.
- Without affecting any other right or remedy available to it, Finbogo may terminate the Subscription with immediate effect, or suspend the Professional’s and/or the Professional User’s Account, and access to and use of the Platform, if:
  - the Professional fails to pay any Charges within 5 Working Days of their due date for payment;
  - the Payment Service Provider Terms or any other agreement between the Professional and the Payment Service Provider is terminated and the Professional no longer has the right to access and use the Payment Services;
  - the Professional makes a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the Professional is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Professional or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Professional or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
  - the Professional ceases to carry on its business or substantially the whole of its business or threatens to do any of the same; or
  - there is a Change of Control of the Professional (within the meaning of section 1124 of the Corporation Tax Act 2010).
- Without affecting any other right or remedy available to it, either Party may terminate the Subscription with immediate effect (or following such notice period as that Party sees fit) by giving written notice to the other Party:
  - if the other Party commits any material breach of any term of these Subscription Terms which is not capable of remedy;
  - the other Party commits a material breach of any form of these Subscription Terms which is capable of remedy, and fails to remedy the same within 30 days of a written notice giving particulars of the breach and requiring it to be remedied.
- Consequences of Termination
  - Other than as set out in this Condition 15, on termination or expiry of the Subscription, neither Party shall have any further obligation to the other Party under these Subscription Terms.
  - On termination or expiry of the Subscription:
    - the Professional shall immediately pay to Finbogo all of Finbogo’s outstanding unpaid invoices and interest and, in respect of any period in which the Platform has been supplied but for which no invoice has been submitted, Finbogo may submit an invoice, which shall be payable immediately on receipt;
    - all licences and rights granted under these Subscription Terms shall immediately terminate;
    - each Party shall, as soon as reasonably practicable, return or destroy as directed in writing by the other Party any documents in its possession or control which contain or record any Confidential Information of the Party and shall, if required by the other Party, provide the other Party with written evidence (in the form of a letter signed by a director) within 10 Working Days of such request that the same have been destroyed;
    - Finbogo may take such steps as it deems necessary to ensure that neither the Professional nor any Professional Users can access or use the Platform; and
    - the Professional shall have the right to access its Account for a period of 5 days from the date of termination, solely for the purposes of downloading a copy of the Professional Data and Client Data stored by the Professional within its Account on the Platform (and the Professional acknowledges that the functionality during such period shall be limited solely to such purposes). Where the Professional does not exercise the right within such period, Finbogo may delete the Professional Data and Client Data (and any other data) stored in the Professional’s Account or in its possession or control.
  - Notwithstanding Condition 15.2.5, the Professional acknowledges that Finbogo shall have the right to:
    - retain all or any part of the Professional Data and the Client Data and use such data on an anonymised basis within its business; and
    - keep copies of the Professional Materials as a record that the Professional was subscribed to the Platform and accessed and used the Platform for the Permitted Use and shall be entitled to refer to the Professional as having been a subscriber to the Platform.
  - The termination of or expiry of the Subscription howsoever arising shall be without prejudice to any other rights or remedies a Party may be entitled to under these Subscription Terms or at law and shall not affect the accrued rights, obligations or liabilities of either Party nor the coming into or continuance in force of any provision of these Subscription Terms, which is expressly or by implication, intended to come into or continue in force on or after such termination.
- Complaints and Dispute Resolution Procedure
  - The Professional shall notify Finbogo in writing of any complaint or dispute arising out of or in connection with these Subscription Terms or their performance, validity or enforceability, setting out its full particulars together with any supporting documents as soon as reasonably possible.
  - Upon receipt of written notice served in accordance with Condition 1, the Parties shall use best endeavours to resolve all complaints and disputes by following the steps set out in Finbogo’s complaints policy in place from time to time. However, if the Parties are unable to resolve the dispute or complaint within 60 Working Days of the Professional’s written notice, the Parties agree to enter into mediation in good faith to settle the complaint and will do so in accordance with either:
    - the Centre for Effective Dispute Resolution Model Mediation Procedure; or
    - the London Chamber of Arbitration and Mediation Procedure.
  - The commencement of mediation in accordance with Condition 2, shall not prevent the Parties commencing or continuing court proceedings.
  - If for any reason the complaint or dispute is not resolved within 60 Working Days of commencement of the mediation, the complaint or dispute shall be referred to and finally resolved by the courts of England in accordance with Condition 19.
  - The Professional acknowledges that this Condition 16 relates solely to complaints or disputes as between the Professional and Finbogo and not to any dispute or complaint as between the Professional and a Client. The Professional acknowledges that it is solely and entirely responsible for resolving all disputes or complaints as between the Professional and a Client.
- Anti-Bribery and Modern Slavery
  - Each Party warrants and represents to the other Party that:
    - in the negotiation of these Subscription Terms, it has complied with all Applicable Laws and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010;
    - it has and will maintain in place at all times procedures under the Bribery Act 2010 to ensure continued compliance with the Bribery Act 2010 and will enforce those procedures where appropriate; and
    - it will promptly report to the other Party any request or demand for or offer of any undue financial or other advantage of any kind received by it in connection with these Subscription Terms.
  - The Parties agree that a breach of Condition 1 shall be deemed to be a material breach of these Subscription Terms.
  - Finbogo warrants and represents to the Professional that it has and will maintain in place at all times procedures under the Modern Slavery Act 2015 to ensure its compliance with the Modern Slavery Act 2015 and will enforce those procedures where appropriate.
- General
  - Force Majeure. Finbogo shall not be in breach of these Subscription Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an Event of Force Majeure. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for at least 3 months, either Party may terminate these Subscription Terms by giving 15 days’ written notice to the affected party.
  - - Finbogo may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of its rights and obligations under these Subscription Terms.
    - The Professional shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Subscription Terms without the prior written consent of Finbogo.
  - Notices.
    - Any notice to be given by a Party under or in connection with these Subscription Terms shall be in writing in English language and delivered by hand or sent by UK first class post or other next Working Day delivery service to the other Party at:
    - its registered office (if a company) or its principal place of business (in any other case) or as otherwise notified to the other Party in writing from time to time; or
    - by email to such email address as the Parties choose and notify to the other Party from time to time.
    - Any such notice shall be deemed to have been received:
      - if delivered by hand, at the time the notice is left at the proper address;
      - in sent by pre-paid first-class UK post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting; or
      - if sent by email, at the time the transmission, or, if this falls outside of Working Hours in the place of receipt, when Working Hours resume.
    - This Condition 3 does not apply to the service of any proceedings or other documents in any legal action.
  - Entire Agreement.
    - These Subscription Terms contain the entire understanding between the Parties in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.
    - The Professional acknowledges that in entering into these Subscription Terms it has not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Subscription Terms. The Professional agrees and acknowledges that its only remedy in respect of those representations, statements, assurances or warranties set out in these Subscription Terms will be for breach of contract, in accordance with the terms of these Subscription Terms, provided always that nothing in this Condition 4 shall exclude or limit the liability of for any fraudulent misrepresentation or warranty fraudulently given and upon which the Professional can prove it has placed reliance.
  - Subject to Condition 6.3, Finbogo may make changes to these Subscription Terms from time to time. Finbogo shall provide the Professional with written notice that it has changed these Subscription Terms, and such changes shall, unless notified otherwise by Finbogo, apply and come into full force and effect within 30 days of the date of such notice. If the Professional does not accept such amended Subscription Terms, then the Professional must take steps to terminate its Subscription ahead of the start of the next Renewal Term. If the Professional does not take steps to terminate its Subscription, it shall be deemed to have accepted and agreed to comply with such amended Subscription Terms.
  - Third party rights. A person who is not a Party to these Subscription Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Subscription Terms.
  - A failure, delay or neglect by either Party to exercise any right or remedy or enforce any of the provisions of these Subscription Terms shall not be construed or deemed to be a waiver or continuing waiver of that Party’s rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  - No Partnership. Nothing in these Subscription Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of the other Party, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.
  - If any of the provisions of these Subscription Terms shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the Parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.
- Governing Law and Jurisdiction
  - These Subscription Terms and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
  - The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Subscription Terms or their subject matter or formation (including non-contractual disputes or claims).
– Definitions and Interpretation

Part 1 – Definitions

Access Credentials

the login credentials relating to an Account that Finbogo provides to a Professional or Professional User to access the Platform;

Account

the account within the Platform, created in respect of the Professional as part of the Registration Process;

Applicable Data Protection Laws

means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Finbogo is subject, which relates to the protection of personal data;

Applicable Law

in respect of the exercise of any right or the performance of any obligation, all statutory and other laws, rules, regulations, instruments, orders and/or provisions in force from time to time that are applicable to such right or obligation;

Booking

a booking my by or on behalf of a Client, requesting the Professional to provide the Professional Services;

Booking Confirmation

an automated confirmation email sent by Finbogo to a Client, in response to a Booking;

Booking Process

the process made available via the Platform which includes the submission of a Booking and the receipt of a Booking Confirmation (or a rejection where the Booking is not available) and the collection of any other data or information requested by the Professional in relation to the Booking;

Charges

all and any fees and charges payable by the Professional to Finbogo under or in connection with these Subscription Terms, including the Subscription Fees and the Commission;

Client

the individual in respect of whom a Booking is made;

Client Data

any data (including any personal data) provided by or on behalf of a Client as part of the Booking Process, or that is inputted into the Account by the Professional or a Professional User that relates to a Client, their Bookings and any Professional Services provided to that Client from time to time;

Commission

the relevant commission percentage (which is dependent upon the Subscription Package) payable by the Professional to Finbogo in relation to each Booking, which the Payment Service Provider shall deduct from the Professional Service Fees in relation to the Booking and pay to Finbogo, as part of the Payment Services;

Condition

a condition of these Subscription Terms;

Confidential Information

any and all information of whatever nature disclosed directly or indirectly (whether before or after the Subscription Start Date and whether given in writing, verbally or by any other means) by a Party to the other Party, including business affairs, customers, clients, suppliers, operations, plans or intentions, products and services including databases, software, internet and website products and services, technical information and data, financial information, business strategies, marketing and promotional information, analyses, documents, data, formulae, processes, designs, know-how, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary;

Documentation

the instruction manuals, user guides and other information (if any) made available in respect of the Platform by Finbogo from time to time;

EU GDPR

the General Data Protection Regulation ((EU) 2016/679);

Event of Force Majeure

any cause preventing Finbogo from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of Finbogo including, strikes, lockouts or other industrial disputes (whether involving the workforce of or otherwise) act of God, epidemic or pandemic, war, riot, civil commotion, civil emergency, radioactive, nuclear or chemical acts, malicious damage, cyber-attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;

Incident

a failure of the Platform to operate substantially in accordance with the Documentation;

Initial Subscription Term

means the period commencing on the Subscription Start Date, and ending either;

(a) on the one-month anniversary of the Subscription Start Date, where the Professional pays the Subscription Fees on a monthly basis; or

(b) on the one-year anniversary of the Subscription Start date, where the Professional pays the Subscription Fees on an annual basis;

Intellectual Property Rights

any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, rights to inventions, trade marks and service marks, trade names, business names and domain names, service marks, design rights, database rights, website rights, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, topography rights, rights in computer software, rights to use, and protect the confidentiality of Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Liability Event

has the meaning set out in Condition 13.1;

Open Source Software

any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) as at the Subscription Start Date and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) as at the Subscription Start Date;

Parties

the Professional and Finbogo, and the term Party shall be construed accordingly;

Payment Services

has the meaning set out in Condition 8.1.1;

Payment Service Provider

Finbogo’s chosen payment service provider from time to time that that provides the Payment Services;

Payment Service Provider Terms

the terms and conditions pursuant to which the Payment Service Provider provides the Payment Services, which must be accepted by the Professional as part of the Registration Process;

Permitted Use

to access and use the Platform for the purpose of:

a) advertising the Professional Services;

b) making and managing Bookings, including the upload of any notes forms or records created by the Professional in relation to a Booking (which may include Client Data and Professional Data); and

c) accessing and using the Payment Services;

Platform

Finbogo’s online CRM and booking platform;

Professional

the individual or entity on whose behalf these Subscription Terms are accepted by clicking the ‘accept’ button;

Professional Data

any data or information (excluding any Client Data and Professional Materials), that is uploaded to the Account by the Professional or a Professional User in connection with a Booking or, that is generated or obtained through the access to and/or use of the Platform by the Professional or Professional Users;

Professional Materials

any documents, materials, images, information, branding or other materials (excluding any Client Data) that is uploaded to the Account by the Professional or Professional Users, or otherwise provided to Finbogo by or on behalf of the Professional;

Professional User

those employees, agents or independent contractors of the Professional, or any other persons whom the Professional:

(a) has requested Finbogo either provides Access Credentials to or enable access to the Platform; or

(b) allows access to the Platform;

Professional Services

the services offered and provided by or on behalf of the Professional from time to time;

Professional Service Fees

the fees payable by the Client to the Professional from time to time for the Professional Services, as specified in the applicable Booking Confirmation;

Professional’s Environment

the technology and environment which the Professional or Professional User uses to access and/or use the Platform;

Prohibited Services

means any services which are illegal, or which the Professional is not authorised, qualified or otherwise permitted to provide;

Registration Process

Finbogo’s on-line registration process that must be completed by the Professional (or, where the Professional is an organisation, a person authorised to act on behalf of the Professional) to create an Account and subscribe to the Platform;

Regulator

any regulator or regulatory body to which the Professional is subject to from time to time whose consent, approval or authority is required so that the Professional can lawfully provide the Professional Services and carry on its business;

Renewal Term

has the meaning set out at Condition 5.1;

Subscription

the right to access and use the Platform as dictated by the Subscription Package the Professional has in place from time to time, in accordance with these Subscription Terms;

Subscription Packages

the various subscription packages offered by Finbogo from time to time each of which provide different payment options, the further details and information of which are available via the Account or on Finbogo’s website;

Subscription Fees

the relevant subscription fees (which are dependent upon the Subscription Package) payable by the Professional to Finbogo, which the Payment Service Provider shall collect from the Professional and pay to Finbogo as part of the Registration Process and thereafter as part of the Payment Services;

Subscription Term

has the meaning given in Condition 5.1, (being the Initial Subscription Term together with any subsequent Renewal Terms);

Subscription Start Date

the date the Professional’s Subscription Term commences, being the date these Subscription Terms are accepted by or on behalf of the Professional as part of the Registration Process;

Transaction Fees

the fees payable by the Professional to the Payment Service Provider from time to time in respect of each Booking, for access and use of the Payment Services;

UK GDPR

has the meaning given to it in the Data Protection Act 2018;

VAT

value added tax chargeable under the Value Added Tax Act 1994;

Virus

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

Working Day

any day other than a Saturday, Sunday or public holiday in England when the clearing banks in the City of London are open for business;

Working Hours

the period from 09:00 to 17:00 GMT on any Working Day;

Year

a consecutive period of 12 months commencing on the Subscription Start Date or anniversary thereof (as applicable).

Part 2 – Rules of Interpretation

In these Subscription Terms, a reference to:
1. a person includes a natural person, company, LLP, corporate, partnership, trusts, unincorporated bodies and that persons personal representatives, successors and permitted assigns;
2. the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;
3. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statue or statutory provision;
4. writing or written excludes fax but includes email;
5. an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and
6. any times of day shall refer to the relevant time in the UK .
The headings in these Subscription Terms are included for convenience only and shall not affect their interpretation or construction.
Any words following the terms include, including, in particular, for example or anything similar are illustrative only and none of them shall limit the sense of the words, description, definition, phrase or term preceding those terms and each of them shall be deemed to incorporate the expression without limitation.
For the purpose of these Subscription Terms and the Data Sharing Terms, the terms controller, processor, information commissioner, data subject, personal data, processing and appropriate technical and organisational measures shall have the meaning given to them in the UK GDPR.
Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
If there is any conflict or ambiguity between the terms of the documents listed below, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list:
1. these Subscription Terms; and
2. any document incorporated into these Subscription Terms by reference.