Subscription Terms and Conditions
NGK Academy is operated by Qing Consulting Limited (trading as Our Virtual Academy) and uses the terms ‘NGK’, ‘NTK’ and ‘NGK Academy’ with the permission of Niterra UK Ltd.
If you were the purchaser or subscriber of any of our plans for NGK Academy, this explains the legally binding agreement between you and Qing Consulting Limited.
1. SUBSCRIPTION TERMS AND CONDITIONS
1.2 These Terms will apply to any contract between Us for the supply of Services to You. Please read these Terms carefully and make sure that You understand them, before subscribing for the supply of Services from Our Site. Please note that before subscribing You will be asked to agree to these Terms. If You refuse to accept these Terms, You will not be able to subscribe for any Services from Our Site. Your and/or Your Authorised User’s use of the Services constitutes acceptance of these Terms.
1.3 You should print a copy of these Terms or save them to Your computer or other device for future reference.
• SUBSCRIPTION FEES
• CANCELLING YOUR ACCOUNT
• HOW THE AGREEMENT IS FORMED BETWEEN YOU AND US
• HOW TO PAY
• AUTHORITY AND LICENCE FOR USE OF CONTENT
• LICENCE FOR USE OF SOFTWARE
• YOUR OBLIGATIONS
• OUR OBLIGATIONS
• DATA PROTECTION
• GENERAL PROVISIONS
Agreed Purposes: the provision of Services under the terms of this Agreement.
Authorised Users: if You are a business providing automotive service and repair and technical activities, or are otherwise actively involved in the provision of or education in automotive technical activities, all directors, members, partners, employees or students in the business, educational establishment or other outlet covered are Authorised Users (up to the maximum number of users as determined by the Subscription Fee You select). In any other case, Authorised Users means any person that We have agreed with You is or are to benefit from the subscription.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.
Content: know-how provided by Us via Our Site to You under this Agreement, being the content of the NGK Academy Interactive Training System comprising videos, guided instructions, tutorials, information, hand-out materials and related documents, materials, files and presentation slides.
Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation:
(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 the Customer or Provider is subject, which relates to the protection of personal data.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Interactive Tool Services: the services We provide to allow You to access and use interactive services on Our Site, such as the manager tool and the progress tracker tool.
NGK: Niterra UK Ltd, a company incorporated and registered in England and Wales with company number 1212088, whose registered office is at Riverbank House, 2 Swan Lane, London, EC4R 3TT.
NGK Content: know-how provided by NGK via Our Site to You, being the content of NGK comprising online training videos.
Our Site: NGK Academy.
Permitted Recipients: the parties to this Agreement, the employees of each party and any third parties engaged to perform obligations in connection with this Agreement.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Us, We, or Our: Qing Consulting Limited (Company No. 08287903) trading as Our Virtual Academy. Registered in England and Wales. Registered office: Unit 1 Henley Farm, Acton Scott, Church Stretton, Shropshire, United Kingdom, SY6 6RS.
Services: the subscription services provided on Our Site which includes provision of Content and Interactive Tool Services, as the context requires.
Shared Personal Data: the personal data to be shared between the parties under clause 17 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
(a) the names of current and potential customers of customers;
(b) their geographical and email address;
(c) their home and mobile telephone numbers;
(d) their usernames;
(e) their job title;
(f) their employer;
(g) their training data;
(h) their website usage date; and
(i) their learning progress.
Software: the software provided by Us or by Our suppliers which enables You to use the Services.
Start Date: the date the Subscription Period starts.
Subscriber Data: the data input by You (and anyone authorised by You) for use in conjunction with the Services and any data produced by the Interactive Tool Services relating to You.
Subscription Fee: the subscription plan fee for the Services to be provided under this Agreement, as determined by the number of Authorised Users and selected by You in the online order form, enrolment form or other form of payment plan provided to You by either NGK or Us for the Services (Order Form).
Subscription Period: the period in respect of which a Subscription Fee is payable for the Services, being either monthly, quarterly or annually, as selected by You in the Order Form.
Writing: includes email.
You or Your: the party entering into this Agreement with Us by accepting these Terms. Where the context so requires, You or Your includes your Authorised Users.
4. SUBSCRIPTION FEES
4.1 You can pay for the Services through Direct Debit (GoCardless), Commercial Invoice, Stripe, debit card or credit card. We accept Visa and MasterCard.
4.2 The credit card holder’s account is automatically charged on the same date as the original transaction date on each corresponding month or on the final day of the month if there is no corresponding date (January 31, 2023 subscription renews on February 28, 2023).
4.3 Discounts, rebates or other special offers may only be valid for the initial term; subscriptions renew at the then-current full subscription rates.
4.4 We may terminate the subscription and these terms if it is unable to renew the subscription based on inaccurate or outdated credit card information.
4.5 Right of access granted under these Terms is effective only upon payment of the Subscription Fees.
4.6 We may increase Subscription Fees for a subsequent subscription period at any time and for any reason, provided, however, that We provide notice at least thirty (30) calendar days prior to the expiration of the subscription.
5. CANCELLING YOUR ACCOUNT
5.1 You can cancel Your subscription at any time from Your ‘My Billing Profile’ page or through contacting Us directly.
5.2 Once you cancel Your membership subscription, You will not lose access immediately.
5.3 Your membership will continue through the end of Your current charge cycle in accordance with the relevant Subscription Period. For example: If You have a monthly Subscription Period with Your credit card being charged on the 10th of each month and You cancel on April 25th 2023, You will not lose access until May 10th 2023.
Subscription fees are non-refundable.
We are committed to providing education, service and support of the highest standard. If You have any concerns, or are aware of any areas where We could improve, We really appreciate You letting Us know. If You have a suggestion or complaint pertaining to any third party, We recommend following the suggestions and complaints procedure for the third party in question.
7.1 Making a suggestion
We welcome all suggestions and feedback about NGK Academy and will be sure to keep You updated on actions We take in response to Your feedback. You can give Us feedback:
7.1.1 by telephone (+44 (0)20 3286 2228 between 9am and 5pm, Mon-Fri)
7.1.2 by email at Support@OurVirtualAcademy.com
7.1.3 through the messaging system on the ‘help’ function when logged in to the NGK Academy learning system
7.2 Making a complaint
We aim to handle complaints quickly, effectively and in a fair and honest way. We take all complaints seriously and investigate Our procedures and services thoroughly to make sure We continue to meet Your needs. We treat all complaints in confidence.
7.3 How You can make a complaint
You can complain:
7.3.1 by telephone +44 (0)20 3286 2228 (between 9am and 5pm, Mon-Fri)
7.3.2 by email at Support@OurVirtualAcademy.com
7.3.3 through the messaging system on the ‘help’ function when logged in to the NGK Academy learning system
7.4 Anonymous complaints
We deal with anonymous complaints under the same procedure; however, it is better if You can provide contact details so We can tell You the outcome of Our investigation.
7.5 How We handle complaints
7.5.1 One of Our Management Team will investigate Your complaint. We will acknowledge a complaint within 3 working days and give You the name and contact details of the person investigating it.
7.5.2 We will keep You informed about the progress of the investigation. We aim to have all complaints finished within 28 working days unless We agree a different time scale with You.
7.5.3 When We have finished investigating, We will arrange to speak with You to discuss the outcome, and inform You of:
(j) details of the findings;
(k) any action We have taken; and
(l) Our proposals to resolve Your complaint.
7.6 Time limits
You should complain as soon as You can after the date on which the problem occurred or came to Your notice.
8. HOW THE AGREEMENT IS FORMED BETWEEN YOU AND US
8.1 You confirm that You have authority to bind any business on whose behalf You use Our Site to subscribe for the Services.
8.2 Our pages will guide You through the steps You need to take to subscribe for the Services. Our subscription process allows You to check and amend any errors before submitting Your request to Us. Please take the time to read and check Your request at each stage of the subscription process.
8.3 Our acceptance of Your subscription request will take place when We confirm Our acceptance to You by sending an enrolment email that confirms Our acceptance of Your subscription request.
9. HOW TO PAY
9.1 You can pay for the Services through Direct Debit (GoCardless), Commercial Invoice, Stripe, debit card or credit card. We accept Visa and MasterCard.
9.2 Unless agreed otherwise between You and Us in writing, payment for the Services shall be made in advance of each Subscription Period in full (either monthly, quarterly or annually as the case may be). Subject to clauses 10.6, 18.1 and 18.2 once a Subscription Period has commenced, payment for that period will not be refundable (unless We otherwise agree).
10. AUTHORITY AND LICENCE FOR USE OF CONTENT
10.1 We authorise You and Your Authorised Users to use the Content for which You agree to pay Us the Subscription Fee.
10.2 This Agreement (including the licences hereunder) starts on the Start Date. Unless terminated earlier upon the occurrence of the following events:
10.2.1 the end of the relevant Subscription Period where You have given Us written notice in advance of the end of the relevant Subscription Period that You do not want to renew this Agreement; or
10.2.2 termination of this Agreement under clause 18.
10.3 This Agreement shall continue and shall automatically extend for another Subscription Period and for each successive Subscription Period thereafter.
10.3.1 search and view Content for Your own business purposes;
10.3.2 use Content for the purposes of internal training;
10.3.3 copy and print out material within the “Resources” section of Content for Your own business purposes or for the purposes of any project on which You are working.
10.4 Except as provided in clause 10.3 above, You shall not record, scan (through the use of screen grab software or otherwise), capture, download, stow or otherwise copy or retain any Content without Our prior express written consent.
10.5 You shall not:
10.5.1 attempt to duplicate, reproduce, modify, disclose, upload, transmit, display, distribute or in any other way exploit the Content or any portion of it; or
10.5.2 attempt to obtain, or assist others in obtaining, access to the Content, other than as provided under this Agreement; or
10.5.3 reveal any user name, password or other such account access details for the Services to anyone other than Authorised Users.
10.6 In the event that You are no longer able to access the Services for a sustained period of time, you will be entitled to pro-rata return of the Subscription Fee relating to such Content.
11. LICENCE FOR USE OF SOFTWARE
11.1 We hereby grant You on the terms and conditions of this Agreement a non-exclusive, non-transferable, revocable licence to access the Software and to use the Software solely for Your business purposes (and for the avoidance of doubt, nothing in this Agreement grants to You any rights whatsoever in or relating to the source code of the Software).
11.2 You shall not:
11.2.1 attempt to duplicate, modify, disclose or distribute any portion of the Software; or
11.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
11.2.3 transfer, temporarily or permanently, any rights or obligations under this Agreement, or
11.2.4 attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this Agreement.
11.3 We confirm We have all the rights in relation to the Software that are necessary to grant all the rights We purport to grant under the terms of this Agreement.
12. YOUR OBLIGATIONS
12.1.1 copy, print out, download, publish, transmit, display, create derivative works based on or otherwise reproduce or exploit any Content nor any material relating to part of the Services, except as permitted under this Agreement or authorised by Us in writing;
12.1.2 make any part of the Content or of the Services available to anyone, except as permitted under this Agreement or authorised by Us in writing;
12.1.3 subject to clause 10.3 above, alter or modify any part of the Content or Services; or
12.1.4 purport to assign or otherwise dispose of Your rights under this Agreement.
12.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Content or Services using accounts created with Your username and password. You will be responsible for the use of any accounts provided to or created by Us granting access to the Services. You must notify Us immediately of any unauthorised use of the Services.
12.3 You acknowledge and agree that We and Our licensors own all intellectual property rights in the Software, the Content and the Services. Except as expressly stated in this Agreement, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Content, Services or any related documentation.
12.4 You are solely responsible for the appropriate use, professional consideration and adaption of Our Content for Your own use and in Your provision of services and advice to Your customers.
12.5 Subject to clause 13 (Our obligations), You will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your misuse of the Software or Services, provided that:
12.5.1 You are given prompt notice of any such claim;
12.5.2 We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
12.5.3 You are given sole authority to defend or settle the claim.
12.6 You will maintain adequate and appropriate liability insurance in relation to any services You provide.
12.7 You are responsible for configuring, maintaining and updating Your information technology hardware and software, telecommunications equipment, internet service, computer or other device programmes and platform (including browsers) in order that it is sufficient and compatible to access the Services. Notwithstanding clause 13.5, You should use Your own virus protection software.
13. OUR OBLIGATIONS
13.1 We warrant that You will not infringe any third party intellectual property rights by using the Content and We will indemnify You against losses, costs or expenses You may incur as a result of any claim that the use by You of the Content infringes any third party intellectual property rights, provided You notify Us within a reasonable time of any such claim being made. This warranty and indemnity are unlimited.
13.2 In relation to any part of the Software owned by Us We shall defend You against any claim that Your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
13.2.1 We are given prompt notice of any such claim;
13.2.2 You provide reasonable co-operation in the defence and settlement of such claim, at Our expense; and
13.2.3 We are given sole authority to defend or settle the claim.
13.3 In the defence or settlement of the claim, We may at Our discretion obtain for You the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to You. We shall have no liability if the alleged infringement is based on:
13.3.1 a modification of the Software by anyone other than Us; or
13.3.2 Your use of the Software in a manner contrary to the instructions given to You by Us; or
13.3.3 Your use of the Software after notice of the alleged or actual infringement from Us or any other person.
13.4 The foregoing states Your sole and exclusive rights and remedies, and Our entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
13.5 We will take reasonable steps to ensure that Software and data files We supply to You as part of the Services are virus-free.
13.6 We will use Our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, Your sole and exclusive remedy shall be that We use Our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
13.7 We will use Our best endeavours to ensure that the Services are provided continuously and that access to Our website is not interrupted by any event within Our control. We will use reasonable endeavours to notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
14.1.1 is or becomes publicly known other than through any act or omission of the receiving party; or
14.1.2 was in the other party’s lawful possession before the disclosure; or
14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
14.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
14.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
14.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by 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 implementation of this Agreement.
14.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
14.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
14.5 This clause shall survive termination of this Agreement, however arising.
15.1 We give You no warranty or assurance, except as set out in clause 13 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
15.2 Our policy is to conduct Our business at all times in a professional manner and to best practice standards. We use Our best endeavours to maintain the Content up to date and to develop Our Services to meet subscribers’ needs. However, You should note in particular:
15.2.1 The Content is not intended to constitute a definitive or complete statement of the best practice standards of the automotive industry on any subject.
15.2.2 We are a provider of theoretical and practical know-how and resources pertaining to the automotive industry. The Services are designed for use by, and to complement the existing knowledge of, properly trained technicians and mechanics who have an understanding of automotive technology. We do not accept any responsibility for action taken as a result of information provided by Us. The Services are general and educational in nature, may not reflect all recent industry developments and may not apply to the specific circumstances of individual vehicles. If in doubt You should contact Us and in the meantime take no further action.
15.2.3 We give You no warranty or assurance that the Services and Our means of delivering them are compatible with Your software or computer or other device configuration.
15.2.4 We may change part or all of the Services at Our discretion.
15.2.5 Nothing in this Agreement shall be deemed to constitute a representation, guarantee or promise that a particular result will be produced due to the use of the Content or the Services.
16.1 This clause sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents, contributors, consultants and sub-contractors) to You in respect of:
16.1.1 any breach of this Agreement;
16.1.2 any use made by You of the Services or the Software or any part of them; and
16.1.3 any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
16.2 Except as expressly and specifically provided in this Agreement and particularly clause 13.1 and 13.2:
16.2.1 You assume sole responsibility, and We shall have no liability, for results obtained from the use of the Software and the Services by You, and for conclusions drawn from such use; and
16.2.2 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
16.3 Nothing in this Agreement excludes Our liability:
16.3.1 for death or personal injury caused by Our negligence; or
16.3.2 for fraud or fraudulent misrepresentation.
16.4 Subject to clause 13.1 and clause 16.3 above:
16.4.1 We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and
16.4.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £1 million. You acknowledge that this limitation is reasonable.
16.5 Under this clause, “our liability” includes that of any company in Our group and Our and their respective agents, employees, contributors and consultants and sub-contractors, “You” includes any other party claiming through You and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
16.6 We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
16.7 We have no liability for NGK Content whatsoever and we give You no warranty or assurance that NGK Content is accurate, complete, up to date or not misleading in any respect.
17. DATA PROTECTION
17.1 Shared Personal Data
This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) may disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
17.2 Effect of non-compliance with Data Protection Legislation
Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
17.3 Particular obligations relating to data sharing
Each party shall:
17.3.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
17.3.2 give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
17.3.3 process the Shared Personal Data only for the Agreed Purposes;
17.3.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
17.3.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
17.3.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
17.3.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that:
(a) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or
(b) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or
(c) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or
(d) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
17.4 Mutual Assistance
Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
17.4.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
17.4.2 promptly inform the other party about the receipt of any data subject access request;
17.4.3 provide the other party with reasonable assistance in complying with any data subject access request;
17.4.4 not disclose, block, amend, delete or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
17.4.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
17.4.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
17.4.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
17.4.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
17.4.9 maintain complete and accurate records and information to demonstrate its compliance with this clause; and
17.4.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
Each party shall indemnify the other 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 reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 16.
18.1 Either party may terminate this Agreement with immediate effect by notice in writing if You or We are in material breach of any of its terms where such breach is irremediable or (if such breach is remediable) if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If We are in material breach as a result of circumstances within Our control, You will be entitled to pro-rata return of the Subscription Fee. If You are in material breach, You are not entitled to a return of any part of the Subscription Fee.
18.2 If You have not accessed Our Site for over 365 days, We reserve the right to terminate this Agreement and deactivate Your account with Us by providing notice to You in writing. If We serve notice in accordance with this clause, You will be entitled to pro-rata return of the Subscription Fee.
18.3 Notwithstanding clauses 18.1 and 18.2, if payment of the Subscription Fee is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, We reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at HSBC Bank plc or the maximum interest rate permitted by law, whichever is the greater; and (b) immediately withdraw access to the Services.
18.4 On termination of this Agreement for any reason:
18.4.1 all licences granted under this Agreement shall immediately terminate;
18.4.2 subject to the exceptions in this sub-clause, You will take reasonable steps to delete the Software and the Content from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of the Software or any part of the Content; and
18.4.3 termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
19. GENERAL PROVISIONS
19.1 The rights provided under this Agreement are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company. You may not, without Our prior written consent, assign, transfer, charge, sub-contract, sub-licence or deal in any other manner with all or any of Your rights or obligations under this Agreement.
19.2 This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
19.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
19.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.6 This Agreement and any document expressly referred to in it, the Subscription Fee and any agreed written record identifying Authorised Users constitutes the entire agreement between You and Us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
19.7 You acknowledge that in entering into this Agreement You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it.
19.8 You and We agree that neither of Us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
19.9 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.