Term & Conditions

Drafting note: There are 2 options provided for your users to accept these terms.

The first option is for where the app store links to the terms on the download page.

The second option is for where the terms are presented to the consumer on installation of the app, and they must click accept in order to be able to install, in which case you need to set out the terms and conditions within that installation window and ideally only allow an “accept” once they have scrolled to the bottom of the terms and conditions.

Option 1

PLEASE READ THESE TERMS CAREFULLY

BY BUYING OR INSTALLING THIS APP YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT BUY OR INSTALL THIS APP.

OR

Option 2

PLEASE READ THESE TERMS CAREFULLY

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE "REJECT" BUTTON BELOW AND YOU WILL NOT INSTALL THIS APP.

Our end-user licence agreement and terms of use (version 1 – last updated [INSERT DATE])

as permitted in these Terms.

1. OPERATING SYSTEM REQUIREMENTS
   1. Operating system requirements. the Business App requires a [TYPE OF MOBILE TELEPHONE OR HANDHELD DEVICE] device with a minimum of [AMOUNT OF MEMORY] of memory and the current version of the [TYPE OF OPERATING SYSTEM] operating system.
2. HOW YOU MAY USE OUR APP
   1. How you may use the Business App. In return for your agreeing to comply with these Terms you may:
      1. download a copy of the Business App onto up to a maximum of 3 phones or devices and view, use and display the Business App and the Services on such devices for your personal purposes only;
      2. use any Documentation to support your permitted use of the Business App and the Services;
      3. provided you comply with the licence restrictions set out in these Terms, make up to 1 copy of the Business App and the Documentation for back-up purposes; and
      4. receive and use any free supplementary software code or update of the Business App incorporating "patches" and corrections of errors as we may provide to you.
   2. You may not transfer the Business App to anyone else. We are giving you personally the right to use the Business App and the Services as set out in Clause 5.1 above. You may not transfer the Business App or any Services to someone else, whether for money, for anything else or for free. If you sell any device on which the Business App is installed, you must first remove the Business App from it.
   3. If someone else owns the phone or device you are owning. If you downloaded the Business App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these Terms, whether or not you own such phone or other device.
3. UPDATES TO OUR APP AND CHANGES TO THE SERVICES
   1. Updates to the Business App and changes to the Services. From time to time, we may automatically update the Business App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Business App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Business App and the Services. the Business App will always work with the current version of your devices operating system (as it may be updated from time to time) and match the description of it provided to you when you bought it.
4. YOUR ACCOUNT
   1. User account. You will be required to set up an account with us (User Account) if you wish to use the Business App and access the full features of the Business App and Services although some features will work without registration. To obtain a User Account, you are required to complete a registration process. You hereby represent to us that all information submitted to us during the registration process is accurate and true and you undertake to keep your registration information up to date.
   2. Responsibility for your User Account. You are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your system and User Account. This includes keeping your User Account details secret such as your User Account ID and password and not allowing other users to use your User Account. In some cases, a one-time password (OTP) will be sent to your registered phone or e-mail address to access the Business App. You agree to notify us immediately if you have any reason to believe the security of your User Account has been compromised, including if you believe that your password has become known to anyone else or if your password is being, or is likely to be, used in an unauthorised manner. You must log off each time at the end of the session. We shall bear no liability for any harm, loss or damage resulting from your failure to comply with the requirements of these Terms. 
   3. App permissions. You agree to allow the Business App to access the following services on your phone or device: Camera, Location, Microphone, Storage & Telephone. If you do not enable these services, you may not be able to use the Business App or the Services.  If, after allowing the Business App access to such services, you wish to revoke such access, and you are not able to do so within the Business App, then you will need to delete the Business App from your phone or device and no longer use the Business App or the Services.
   4. Content. You may only access the Business App and use the Services so long as your content does not contain anything that is infringing of intellectual property rights or is illegal, obscene, abusive, threatening, defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, or is otherwise injurious to third parties or objectionable and must not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You are responsible for any content that you post to the Business App including its legality, reliability, and appropriateness. You represent and warrant that such content is yours, you have the right to use it, and that the posting of the content on or through the Business App or the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
   5. Closure or suspension of your User Account. You acknowledge and agree that we shall be entitled to terminate or suspend your User Account at our sole discretion without any notice to you in the event of your breach of these Terms or without any reason. You understand that termination of your User Account may lead to blocking, deletion and limitation of your access to content, materials, information and files uploaded, shared, submitted and made available in association with your User Account, as well as access to some or all of the Services.
5. THE SERVICES
   1. 3^rd Party Sellers.  We do not sell any products on the Business App or the Consumer App (as defined below), instead you will operate an online store on the Business App to sell your products (3^rd Party Products) to buyers who are registered users (3^rd Party Buyers) of the consumer app (Consumer App). We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of your 3^rd Party Products. We do not assume any responsibility or liability for your actions with any 3^rd Party Buyer, your content or any of your 3^rd Party Products. You warrant to us that you have all the required skills, resources, facilities, qualifications, licences, certificates and permissions to sell your 3^rd Party Products and that all such 3^rd Party Products are not illegal, obscene, abusive, threatening, defamatory, discriminatory, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, or are otherwise injurious to third parties or objectionable. You agree that you will provide to us when requested copies of your qualifications, licences, certificates and permissions and/or allow us to inspect your facilities so we can verify your compliance with these Terms.
   2. Our role. Our role is simply to provide and operate the Business App and the Consumer App to allow you to sell your 3rd Party Products to 3^rd Party Buyers who are registered users of the Consumer App and to act as a service provider to facilitate the transaction between you and such 3^rd Party Buyers.  We are neither the buyer nor the seller of any 3^rd Party Product and there is no contract formed between us for the sale or purchase of any 3rd Party Product, only between you as the seller and the buyer of the 3^rd Party Product, therefore we assume no responsibility out of or in connection with that contract and we do not act as your agent in that contract. Note that the Business App will only display 3^rd Party Buyers who are within a 5 mile radius of your physical location or such other radius as we notify to you in writing.
   3. Your role. Your interactions with 3^rd Party Buyers via the Business App and the Consumer App, including arranging delivery of 3^rd Party Products, and your other terms, conditions, warranties or representations associated with such dealings, are solely between you and such 3^rd Party Buyer although we keep records of all communications within the Business App and the Consumer App. You agree that we shall not be responsible or liable for any such interactions. If there is a dispute with a 3rd Party Buyer, you understand and agree that we are under no obligation to become involved. If you have a dispute with a 3rd Party Buyer, you hereby release us, our officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Business App, the Consumer App and the Services.
   4. 3^rd Party Products. Please ensure that you take reasonable care to display your 3^rd Party Products accurately on the Business App. We reserve the right to verify the suitability and accuracy of any 3^rd Party Product before it is posted to the Business App and also to remove any 3^rd Party Product from the Business App in our sole and absolute discretion which will automatically remove it from and the Consumer App. Prices and charges listed in the Business App for 3^rd Party Products must include VAT where applicable. It is your responsibility to select the correct VAT category at the time you upload your 3^rd Party Products via the Business App. If there are any discrepancies in any product or VAT category, then please inform us before you upload the respective 3^rd Party Product.
   5. Advertising. You agree that we may disclose that you are a 3^rd Party Seller in our marketing campaigns including within the Consumer App and our online digital campaigns. You agree that you will display in your physical premises any point-of-sale or other physical marketing that we provide to you and will promote our services on your own website (if any) and within your social media accounts (if any).
   6. Delivery. You will be responsible for all shipping and/or delivery and/or arranging collection of any 3^rd Party Product. We assume no responsibility out of or in connection with the delivery or collection of any 3^rd Party Product. Time will not be of the essence for any delivery period. If any 3^rd Party Product does not arrive or cannot be collected, the 3^rd Party Buyer will contact you and not us. A 3^rd Party Buyer will own a 3^rd Party Product once you have received payment in full for it.
   7. Coupons. You will be able to create coupons within the Business App for 3^rd Party Buyers to purchase any 3^rd Party Product which will reduce the price they need to pay you. The coupon will be applied at the time the 3^rd Party Buyer confirms their order. Coupons may be single-use or multiple-use as stated on such coupon.
   8. Fees. In consideration for the provision of the Services, you shall be required to pay us the following fees:
      1. a listing fee of £xx per month to list your 3^rd Party Products on the Business App for sale within the Consumer App (Listing Fees);
      2. transaction fees that will consist of xx% of the value of each basket of 3rd Party Products transacted via the Consumer App (Transaction Fees);

as such Listing Fees and Transaction Fees may change from time to time and notified to you in writing. Listing Fees and Transaction Fees will not be displayed within the Consumer App and will not be displayed on any receipt issued to 3^rd Party Buyers. Listing Fees and Transaction Fees are non-refundable under any circumstances.

Additionally, each 3^rd Party Buyer is required to pay platform fees to order any 3^rd Party Product via the Consumer App (TM Convenience Fees). The 3^rd Party Buyer will be informed of the TM Convenience Fees at the time before they confirm their order for any 3^rd Party Product and will be displayed on the receipt issued by the Consumer App.  TM Convenience Fees are not refundable under any circumstances. For the avoidance of doubt, all TM Convenience Fees are ours and you are collecting them on our behalf from the 3^rd Party Buyer.

We shall submit an invoice for all Listing Fees, Transaction Fees and TM Convenience Fees for each respective transaction period stated on such invoice on or about [DATE] each month plus VAT (if applicable). Each invoice shall include all reasonable supporting information. You shall be required to pay invoices in full in cleared funds within 5 days of the invoice date. Payment shall be made to the bank account stated in the invoice.

If you fail to make any payment due to us under these Terms by the due date for payment, then:

1. you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and 
2. we may suspend all Services until payment has been made in full.
3. Order period and statutory “cooling off” period. You will be required to set a period within the Business App up to a maximum of 7 days within which the respective 3^rd Party Buyer will need to pay for (and collect if delivery has not been arranged) any 3^rd Party Product they have ordered from you via the Consumer App. If the respective 3^rd Party Buyer has not paid for and/or collected such 3rd Party Product within such period, the order will be cancelled, and the 3^rd Party Buyer will not receive a notification of such cancellation. Additionally, at any time within such period the 3^rd Party Buyer may have the right to change their mind and cancel their order of any 3rd Party Product, if so, they must contact you directly. The 3^rd Party Buyer may also have the right within 14 days of the delivery (but not collection) of such 3^rd Party Product to change their mind and return the 3^rd Party Product to you and if so, they must contact you directly and they must return the respective 3^rd Party Product to you at their own cost and within 14 days from notifying you. You will be required to refund to the 3^rd Party Buyer the price they paid for the respective 3^rd Party Product, however, note that a 3^rd Party Buyer’s right to change their mind does not exist: 
   1. where such 3^rd Party Product is not in the same condition that it was supplied by you to the 3^rd Party Buyer; or
   2. where the stated expiry period on such 3^rd Party Product has already passed or is soon to expire; or 
   3. where such 3rd Party Product has been made to the 3^rd Party Buyer’s specifications such as a bespoke or made to measure product or a 3rd Party Product which has been personalised; or 
   4. where such 3rd Party Product has become inseparably mixed with or incorporated into other items; or
   5. where such 3rd Party Product is something that quickly deteriorates or expires such as a food product; or
   6. where such 3^rd Party Product is a newspaper, periodical or magazine; or
   7. where such 3^rd Party Product is sealed for health protection or hygiene reasons and it has become unsealed after delivery; or
   8. where such 3^rd Party Product is a sealed audio recording or sealed video recording or sealed computer software, and it has become unsealed after delivery; or
   9. if you are an individual and not a business. 
4. Statutory right to return. If the 3^rd Party Product is faulty or defective, each 3^rd Party Buyer has the legal right to either:
   1. reject the faulty or defective 3rd Party Product and request a refund from you within 14 days after they return any faulty or defective 3^rd Party Product to you on the condition that they return such faulty or defective 3^rd Party Product within 30 days of receiving it, whether by way of delivery or collection; or
   2. request that you either repair (if appropriate) or replace the faulty or defective 3rd Party Product on the condition that they return such faulty or defective 3^rd Party Product within 30 days of receiving it, whether by way of delivery or collection (“short term right to reject”). If a 3^rd Party Buyer exercises this right, the 30 day period for the “short term right to reject” is paused until they receive back the repaired or replaced 3^rd Party Product. On return of the repaired or replaced 3^rd Party Product, the 3^rd Party Buyer has the remainder of the 30 day period, or 7 days (whichever is longer) during which time they can reject the 3^rd Party Product (if still faulty or defective) and claim a refund.

If the 3^rd Party Product is faulty or defective after 30 days from delivery or collection, the 3^rd Party Buyer has the legal right to request that you either repair (if appropriate) or replace the faulty or defective 3rd Party Product but if this is not possible, they can reject the faulty or defective 3^rd Party Product and claim a refund (the “final right to reject”) or retain the defective 3^rd Party Product but receive a partial refund from you.

When a refund is required, this must be a full refund except for 3^rd Party Products where over 6 months has passed from delivery or collection. In such cases, you may make a deduction from the refund to account for your use of the respective 3^rd Party Product.

However, note that a right to return does not exist: 

1. where such 3rd Party Product has been made to the 3^rd Party Buyer’s specifications such as a bespoke or made to measure product or a 3rd Party Product which has been personalised; or 
2. where such 3rd Party Product has become inseparably mixed with or incorporated into other items; or
3. where such 3rd Party Product is something that quickly deteriorates or expires such as a food product; or
4. where such 3^rd Party Product is a newspaper, periodical or magazine; or
5. where such 3^rd Party Product is sealed for health protection or hygiene reasons and it has become unsealed after delivery; or
6. where such 3^rd Party Product is a sealed audio recording or sealed video recording or sealed computer software, and it has become unsealed after delivery; or
7. if you are an individual and not a business. 

Unless you have otherwise notified in writing to the respective 3^rd Party Buyer, they do not have the right to return any non-faulty or non-defective 3^rd Party Product to you under any circumstances.

1. INTELLECTUAL PROPERTY; LICENCE RESTRICTIONS
   1. Intellectual property. We are the owner or the licensee of all intellectual property rights in the Business App, in the material published on it, the Documentation and all of our publications and visual representations and designs whether published online or on our products (Our IP). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You have no intellectual property rights in, or to, the Business App, the Documentation or the Services other than the right to use them in accordance with these Terms. You must not use any part of Our IP for commercial purposes without obtaining a written licence to do so from us.
   2. Prohibited actions. You agree that you will:
      1. not sell, resell, rent, lease, sub-license, loan, publish, distribute, redistribute, provide, or otherwise make available, the Business App in any form, in whole or in part, to any person without prior written consent from us;
      2. not copy the Business App except as part of the normal use of the Business App or where it is necessary for the purpose of back-up or operational security;
      3. not translate, merge, edit, adapt, vary, alter or modify, the whole or any part of the Business App nor permit the Business App or any part of it to be combined with, or become incorporated in, any other programs, applications or digital content;
      4. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Business App; 
      5. not attempt to, or assist, authorise or encourage any person to circumvent, disable or defeat, interfere with or disrupt the safety, security or performance of the Business App; 
      6. not access or use the source code of the Business App; and
      7. comply with all applicable technology control, export control and trade sanctions laws and regulations relating to the Business App.
   3. Acceptable use restrictions. You must not (or permit or assist others to):
      1. use the Business App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Business App, the Services or any operating system;
      2. infringe our intellectual property rights or those of any third party in relation to your use of the Business App, including by the submission of any content or material (to the extent that such use is not licensed by these Terms);
      3. breach any of the user content rules in Clause 7.4 (Content);
      4. treat, interact with, or communicate with any 3^rd Party Buyer, or any other user of the Business App or our staff in a way, which is unlawful, or can reasonably be considered to be offensive, harmful, threatening, intimidating, abusive, harassing, menacing, hateful, or racially or ethnically offensive, discriminatory or inflammatory;
      5. use the Business App in a way that could damage, disable, overburden, impair or compromise the Business App or our systems or security or interfere with other users of the Business App; or
      6. collect or harvest any information or data from the Business App or attempt to decipher any transmissions to or from the servers running the Business App.
   4. We do not guarantee availability of the Business App. We will use reasonable skill and care to provide the Business App to you and to keep the Business App safe, secure and error-free but we do not promise that your use of the Business App will be safe, secure, uninterrupted or error-free. We will use reasonable endeavours to maintain the availability of the Business App to you, but we do not guarantee 100% availability. For example, the Business App may become temporarily unavailable for maintenance, repairs, updates, upgrades, or due to network or equipment failures. Although we make reasonable efforts to update the information provided by the Business App and the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
   5. Back-up content and data used with the Business App. We recommend that you back up any content and data used in connection with the Business App to protect yourself in case of problems with the Business App or the Services.
   6. Check that the Business App and the Services are suitable for you. the Business App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Business App and the Services (as described on the app store site and in the Documentation) meet your requirements.
2. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
   1. Limited liability. Our total liability to you shall not exceed the total sums you have paid us for the most recent 3 months of Services.
   2. We are not liable for business losses. We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
   3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation.
   4. We are not responsible for events outside our control. If our provision of the Services or support for the Business App or the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received (if relevant).
3. DATA PROTECTION
   1. In this Clause 11, the following definitions apply:

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 and (b) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Where used in these Terms, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.

1. Both parties will comply with all applicable requirements of the Business Applicable Data Protection Laws. This Clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Business Applicable Data Protection Laws.
2. The parties agree the party processing personal data under these Terms shall be the processor and the other party will be the controller for the purposes of Applicable Data Protection Laws.
3. Without prejudice to the generality of Clause 11.2, each party will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data for the duration and purposes of these Terms so that the respective party may lawfully use, process and transfer the personal data in accordance with this these Terms on behalf of the respective party.
4. You consent to, and shall procure all required consents, from your personnel, representatives and agents, in respect of all actions taken by us in connection with the processing of any of your personal data, provided these are in compliance with the then-current version of our privacy policy available at www.townmarkets.co.uk/privacypolicy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Terms, the Privacy Policy will take precedence.
5. Without prejudice to Clause 11.2, each processor shall: 
   1. process personal data only on the documented instructions of the other party, which shall be to process personal data only in respect of the Services unless the processor is required by Applicable Laws to otherwise process that personal data (Purpose). Where the processor is relying on Applicable Laws as the basis for processing personal data, such processor shall notify the controller of this before performing the processing required by the Business Applicable Laws unless those Applicable Laws prohibit the processor from so notifying the controller on important grounds of public interest;
   2. implement suitable technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data, and in accordance with Applicable Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the personal data to be carried out under or in connection with these Terms, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data transmitted, stored or otherwise processed, the processor shall implement appropriate technical and organisational security measures appropriate to the risk;
   3. ensure that any personnel engaged and authorised by the processor to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
   4. assist the controller insofar as this is possible (taking into account the nature of the processing and the information available to the processor), and at the controller’s cost and written request, in responding to any request from a data subject and in ensuring the controller’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   5. notify the controller without undue delay on becoming aware of a personal data breach involving personal data; 
   6. at the written direction of the controller, delete or return the controller’s personal data and copies thereof to the controller on termination of these Terms unless the processor is required by Applicable Law to continue to process that Personal Data. For the purposes of this sub-clause, the controller’s personal data shall be considered deleted where it is put beyond further use by the processor; and
   7. maintain records to demonstrate its compliance with this Clause 11.
6. Each party provides its prior, general consent and authorisation for the other party to:
   1. appoint sub-processors to process personal data, provided that the processor:
      1. shall ensure that the terms on which it appoints such sub-processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the processor in this Clause 11; and
      2. shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of the processor;
   2. transfer personal data outside of the UK as required for the Purpose, provided that the processor shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. 
7. Internet transmissions are never completely secure. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Business App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
8. Other data we collect. In order to provide, manage, monitor and improve the Services, we will collect certain other data (other than personal data) within the Business App relating to the sales of 3^rd Party Products such as usage data, transaction data, other data relating to 3^rd Party Products and data relating to your interactions with 3^rd Party Buyers. For the avoidance of doubt, such data belongs to us and not you.

Obligation of confidentiality. No party will during term of this agreement or at any time afterwards, use or disclose to any third party (and will use their best endeavours to prevent the publication and disclosure of) any Confidential Information of any other party. This restriction does not apply to (a) any use or disclosure authorised by the respective party or as required by law; (b) any information which is already in, or comes into, the public domain otherwise than through the party’s unauthorised disclosure or (c) any information independently developed by a party. “Confidential Information” means all information of a confidential nature (in whatever format and wherever located), including copies, whether created before or after the date of this Agreement and whether marked "confidential" or not, of any party.

1. TERMINATION
   1. Term. The term of this agreement will start from the date this agreement is agreed within the Business App and will continue until terminated by us with 30 day’s written notice or by you with 60 days’ written notice or in accordance with these Terms. We may end your rights to use the Business App and to access the Services at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so. If we end your rights to use the Business App and to access the Services, then:
      1. you must stop all activities authorised by these Terms, including your use of the Business App and any Services; and
      2. you must delete or remove the Business App from all devices in your possession.
   2. Termination. Notwithstanding Clause 13.1, you may terminate this agreement with 15 days’ notice if you do not accept any new Terms pursuant to Clause 1.3 above and either party may terminate this agreement with immediate effect if at any time the other party (a) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the other party, (b) is convicted of any criminal offence or (c) is wound up or goes into administration. 
   3. Consequences of termination. On termination of this agreement for whatever reason:
      1. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we will submit an invoice, which shall be payable immediately on receipt; 
      2. any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect; and
      3. termination or expiry of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.
2. OTHER IMPORTANT TERMS
   1. Status. Nothing in this agreement will render any party an employee, worker, agent or partner of the other party and no party will hold themselves out as such.
   2. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
   3. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
   4. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of these Terms.
   5. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
   6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 
   7. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.
   8. Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR (or the Centre for Effective Dispute Resolution) via their website at https://www.cedr.com/. CEDR will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.