IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ACCEPTING THESE TERMS:

This agreement is a legal agreement between you (you) and iShould Limited (Company No: 09598049) of Premier House Manchester Road, Mossley, Ashton Under Lyne, United Kingdom, OL5 9AA (us or we).

We provide the Services and the use of the Software to you on the basis of this agreement. We do not sell the Software to you. We remain the owners of the Software at all times.

We have developed the Software which is available to subscribers at www.ishould.uk on a subscription basis for the purpose of task and time management.

We have agreed to provide and you have agreed to pay for the Services subject to the terms and conditions of this agreement.

IMPORTANT NOTICE TO ALL USERS:

  • BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE TO THE TERMS OF THIS AGREEMENT

WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF APPLICABLE). IF YOU ARE AN AUTHORISED USER THEN YOU AGREE TO BE BOUND BY ALL RELEVANT TERMS (I.E. EXCLUDING PAYMENT, USER SUBSCRIPTIONS AND TERMINATION).

  • IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT PROVIDE THE SERVICES TO YOU AND YOU MUST DISCONTINUE ANY USE OF THE SOFTWARE.

You should print a copy of this agreement for future reference.

Agreed terms

  1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: in relation to Corporate Users only, your employees, agents, independent contractors and any other persons who are authorised by you to use the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.

Corporate User: a company or other organisation which purchases the Services on a multi-user basis.

Customer Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services including but not limited to personal contact data relating to such users.

Effective Date: the date you first create an account and subscribe to the Services.

Individual User: a user who subscribes to the Services individually.

Initial Subscription Term: the initial term of this agreement, which for an Individual User shall be 1 month and for a Corporate User shall be 12 months.

Renewal Period: the period described in clause 16.1 or 16.2.

Services: the subscription services provided by us to you under this agreement via www.ishould.uk or any other website notified to you by us from time to time.

Software: the online software applications provided by us as part of the Services.

Subscription Fees: the subscription fees payable by you to us for the User Subscriptions, as set out from time to time on our website www.ishould.uk or any other website notified to you by us or as agreed between us from time to time.

Subscription Term: has the meaning given in clause 16.1 or 16.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).

User Subscriptions: the user subscriptions purchased by you pursuant to clause 10.1 which entitle you or Authorised Users to access and use the Services in accordance with this agreement.

Virus: anything 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.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9 A reference to writing or written includes faxes and e-mail.

1.10 References to clauses are to the clauses of this agreement.

2 2. USER SUBSCRIPTIONS

  1. User subscriptions
    • Subject to you purchasing the User Subscriptions in accordance with clause 3.3 and clause 10.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, we hereby grant to you a non-exclusive, non-transferable right to: -
      • (if you are a Corporate User) permit the Authorised Users to use the Services during the Subscription Term solely for your internal business operations; or
      • (if you are an Individual User) use the Services during the Subscription Term solely for your personal purposes.
    • If you are a Corporate User, in relation to the Authorised Users, you undertake that:
      • the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time; and
      • you will not allow or suffer any User Subscription to be used by more than one individual

Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services.

  • You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services (including in relation to files uploaded or any content transmitted using our online chat portal) that:
    • is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
    • facilitates illegal activity;
    • depicts sexually explicit images;
    • promotes unlawful violence;
    • infringes any copyright, database right, trade mark or other intellectual property right of any other person;
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • in a manner that is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.
  • You shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    • and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to humanperceivable form all or any part of the Software; or
    • access all or any part of the Services in order to build a product or service which competes with the Services; or
    • use the Services to provide services to third parties; or
    • subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or
    • attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
  • You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
  • The rights provided under this clause 2 are granted to you only, and where you are a Corporate User shall not be considered granted to any subsidiary or holding company of you.
  1. Additional user subscriptions if you are a corporate user
    • Subject to clause 3.2 and clause 3.3, you may, from time to time during any Subscription Term, purchase additional User Subscriptions and we shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.
    • If you wish to purchase additional User Subscriptions, you shall notify us by email at

support@ishould.co.uk. We shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request.

  • If we approve your request to purchase additional User Subscriptions, you shall, within 30 days of the date of our invoice, pay to us the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

If you do not pay our invoice within 30 days we shall be entitled to deactivate any addition User Subscriptions purchased in accordance with this clause 3.

  1. Services
    • We shall, during the Subscription Term, provide the Services to you on and subject to the terms of this agreement.
    • We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any maintenance we reasonably need to carry out from time to time. We shall use our reasonable efforts to notify you of any planned outages in advance.
    • We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services which are subject to change at our sole discretion from time to time. The customer support service is operated via email and all support enquiries should be emailed to support@ishould.co.uk. We shall respond to all enquiries within one working day of receipt by us.
  2. Customer data
    • You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Each User Subscription shall have access to a fixed amount of storage space for Customer Data, such limit being as advertised on our website from time to time.
    • We shall follow archiving procedures for Customer Data in accordance with our hosting company’s back-up procedures (a copy of which will be provided at your request). In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with our archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
    • If we process any personal data on your behalf when performing our obligations under this agreement, we both record our intention that you shall be the data controller and we shall be a data processor and in any such case:
      • you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
      • you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      • we shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
      • we shall both take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  1. Privacy Policy
    • We shall use the Customer Data only in connection with the provision of the Services and to keep you informed about our products and services. If you do not want us to contact you, please let us know by emailing us at support@ishould.co.uk.
    • With regard to each of your visits to our site we may automatically collect the following information:
      • technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
      • information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time);

products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number.

  • We will use information collected about you:
    • to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
    • to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
    • to allow you to participate in interactive features of our service, when you choose to do so;
    • as part of our efforts to keep our site safe and secure;
    • to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you.
  • We may disclose your personal information to third parties:
    • In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
  • If iShould Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
  • If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply these terms and conditions, or to protect the rights, property, or safety of iShould Limited, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
  • Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site.
  • You acknowledge that the Services allow users to share task information and that all such sharing is strictly under individual user control. You are responsible for ensuring you share tasks with appropriate users only.
  1. Third party providers

You acknowledge that the Services may enable or assist you to access the website content of, correspond with and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any third-party website made available via the Services.

  1. Supplier's obligations
    • We undertake that the Services will be performed substantially in accordance with any specification or description of the Services published by us from time to time and with reasonable skill and care.
    • The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, we:
      • do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and
      • are 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 you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
    • We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
  2. Your obligations You shall:
    • comply with all applicable laws and regulations with respect to your activities under this agreement;
    • ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement; and
    • be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  3. Charges and payment
    • You shall pay the Subscription Fees to us for the User Subscriptions in accordance with this clause 10. We shall be entitled to increase the Subscription Fees from time to time. Where you are an Individual User, we shall give you 30 days’ notice of such increase. Where you are a Corporate User, we shall notify you at least 30 days before the start of each Renewal Period.
    • This clause 10.2 shall apply if you are an Individual User. As an Individual User, you are entitled to a

30 day trial period (Trial Period) during which you will not be charged a Subscription Fee for your User Subscription. Once the Trial Period expires, your account becomes inactive and you will not be able to use the Services. If you want to continue to use the Services, you must provide to us valid, up-to-date and complete credit or debit card details and pay the Subscription Fees to us for 1 User Subscription and you hereby authorise us to bill such credit or debit card for the Subscription Fees on a monthly basis after you have purchased a User Subscription.

10.3 This clause 10.3 shall apply if you are a Corporate User. You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

(a) your credit card details to us, you hereby authorise us to bill such credit card:

  • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  • subject to clause 16.2, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

(b) your approved purchase order information to us, we shall invoice you:

  • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  • subject to clause 16.2, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and you shall pay each invoice within 30 days after the date of such invoice.

10.4 If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:

  • we may, without liability to you, disable your password, account and access to all or part of the Services (including that of your Authorised Users)

and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

  • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.5 All amounts and fees referred to in this agreement:

  • shall be payable in pounds sterling;
  • are, subject to clause 15.4(b), non-cancellable and non-refundable;
  • are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
  1. Proprietary rights
    • You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
    • We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement. 12. Confidentiality

12.1 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:

  • 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 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 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.
  • 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 this agreement.
  • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
  • You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
  • We acknowledge that the Customer Data is your Confidential Information.
  • This clause 12 shall survive termination of this agreement, however arising.
  • No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other

parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

  1. Indemnity
    • You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services including but not limited to any breach of our content standards at clause 2.3, provided that:
      • you are given prompt notice of any such claim;
      • we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
      • you are given sole authority to defend or settle the claim.
    • If there is a claim that the Services infringe any United Kingdom copyright, trade mark, database right or right of confidentiality, in the defence or settlement of any such claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become noninfringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
  2. Limitation of liability if you are an individual user or an authorised user

This clause 14 shall apply only if you are an Individual User or an Authorised User.

  • You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.
  • We shall not be responsible for your use of the Services and the Software and for any consequences of you using it as a time management tool. You acknowledge and agree that you are responsible for managing your own time and productivity.
  • If you are a consumer, we only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or re-sale purposes.
  • We shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  • Our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total Subscription Fees paid for the User Subscription during the 12 months immediately preceding the date on which the claim arose. This does not apply to the types of loss set out in clause 14.6 below.
  • Nothing in this agreement shall limit or exclude our liability for:
    • death or personal injury resulting from our negligence;
    • fraud or fraudulent misrepresentation; or
    • any other liability that cannot be excluded or limited by English law.
  1. Limitation of liability if you are a corporate user This clause 15 shall apply only if you are a Corporate User.
    • This clause 15 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
      • arising under or in connection with this agreement;
      • in respect of any use made by you or the Authorised Users of the Services or any part of them; and
      • in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    • Except as expressly and specifically provided in this agreement:
      • you assume sole responsibility for the use of the Services by you or the Authorised Users, and for conclusions drawn from such use and for actions taken as a consequence of such use;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
      • the Services are provided to you on an "as is" basis.
    • Nothing in this agreement excludes our liability:
      • for death or personal injury caused by our negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 15.2 and clause 15.3:
      • we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      • 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 the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  1. Term and termination
    • This clause 16.1 shall apply only if you are an Individual User. This agreement shall commence on the Effective Date and shall continue for the Initial Subscription

Term. This agreement shall be automatically renewed for successive periods of 1 month (each a Renewal Period) and shall be terminable by you or us on 30 days; notice. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

  • This clause 16.2 shall apply only if you are a Corporate User. This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
    • either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
    • otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
  • Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if:
    • you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment;
    • you or your Authorised Users commit any breach of clause 2.3;
    • you commit a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so; or
    • you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this agreement.
  • On termination of this agreement for any reason:
    • all licences granted under this agreement shall immediately terminate;
    • we may destroy or otherwise dispose of any of the Customer Data in our possession 90 days after the effective date of the termination of this agreement; and
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  1. Force majeure

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 our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications 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, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

  1. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance
    • 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.
    • 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.
  2. Entire agreement
    • This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    • Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
  3. Assignment
    • You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
    • We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement.
  4. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 25. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Notices
    • Any notice required to be given to us under this agreement shall be in writing and shall be sent to us by email at notice@ishould.co.uk or by pre-paid

post to iShould Limited, Premier House Manchester Road, Mossley, Ashton Under Lyne, United Kingdom, OL5 9AA.

  • If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us when agreeing to subscribe to the Services.
  • A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in

connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).