Work Friends Terms of Service
Date of Last Revision: 08.03.2022
PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING, PURCHASING THE SERVICES, OR CLICKING THAT YOU AGREE WHEN PROMPTED BY WORK FRIENDS, YOU AGREE TO BE BOUND BY THIS AGREEMENT. WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.
Key points to note:
- We are Work Friends, a company incorporated in England and Wales with company number 11548822 whose registered office is at 11 Village Street, Petersfield, GU32 42AH (Care Friends Ltd, T/A Work Friends, We and Us).
- You, the company or entity shall be the customer (Customer) for the purposes of this agreement.
- Work Friends is an online platform, comprising an App (the App) and a web-based portal, which facilitates the operation and management of employee referral schemes in a way that is mutually beneficial to employers and employees. This agreement applies to your access to and use of the Work Friends web-based portal and your employees’ access to and use of the App (the Services).
- Your use of the Services is expressly conditioned upon your agreement to the following terms. If you do not consent to these terms, you are not permitted to use the Services. If you access the Services on behalf of a company or other entity, you warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to this agreement.
- Use of the App is also subject to the App Terms which can be found here.
- PLEASE NOTE THAT THE APP IS COMPATIBLE WITH ANDROID AND APPLE IOS ONLY.
- You can cancel this agreement at any time. Please see clause 14 for further details.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Applicable Laws: means to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Work Friends is subject.
Applicable Data Protection Legislation: means (i) 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 (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Work Friends is subject, which relates to the protection of personal data.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.3.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Work Friends Trade Marks: the registered and unregistered trade marks belonging to Work Friends and made available to the Customer in accordance with clause 10.3.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the UK GDPR.
Customer Data: the data inputted by the Customer, Authorised Users, or Work Friends on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the document made available to the Customer by Work Friends online via support.workfriendsapp.com or such other web address notified by Work Friends to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Employee Referral Scheme: the Customer’s employee referral scheme policy.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Fees: the subscription fees payable by the Customer to Work Friends for the User Subscriptions, as otherwise provided to the Customer in writing.
Initial Subscription Term: 12 months or such other period as agreed between the parties in writing beginning on the Services Commencement Date.
Offensive Data: Customer Data that is any one or more of the following: unlawful; harmful; threatening; defamatory; obscene; infringing; harassing; racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; in breach of any third party’s copyright or other intellectual property rights; or is otherwise illegal or causes damage or injury to any person or property.
Renewal Period: 12 months.
Services: the subscription services provided by Work Friends to the Customer under this agreement via www.workfriendsapp.com or any other website notified to the Customer by Work Friends from time to time, as more particularly described in the Documentation.
Services Commencement Date: 30 days after your Work Friends portal is created OR on your launch date, whichever is sooner.
Launch date: The date on which you have used the Work Friends portal to send invitations to over 15% of your total staff OR the date on which you have 15% or more of your total staff registered as app users.
Software: the online software applications provided by Work Friends as part of the Services.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Policy: Work Friends’ policy for providing support in relation to the Services as made available at support.workfriendsapp.com or such other website address as may be notified to the Customer from time to time.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
User Subscriptions: the user subscriptions, calculated in accordance with the Customer’s total number of employees, purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
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 and a reference to one gender shall include a reference to the other genders.
1.6 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.
1.7 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.
1.8 A reference to writing or written includes email.
1.9 References to clauses are to the clauses of this agreement.
2. User subscriptions
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.2 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Work Friends hereby grants to the Customer a non-exclusive, non-transferable, non-sublicenseable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 it shall use reasonable endeavours to provide Work Friends with an accurate estimate of the number of anticipated Authorised Users to enable Work Friends to calculate the number of User Subscriptions required by the Customer;
2.2.2 each Authorised User shall keep a secure password for her use of the Services and Documentation and that each Authorised User shall keep her password confidential;
2.2.3 if Work Friends becomes aware that the number of Authorised Users exceeds the number of User Subscriptions purchased in breach of the Work Friends Fair Usage Policy, then without prejudice to Work Friends’ other rights Work Friends reserves the right to require the Customer to pay to Work Friends additional Fees in accordance with clause 3; and
2.2.4 if Work Friends becomes aware that the Customer or any Authorised User (or anyone for whom the Customer is responsible but who is not an Authorised User) is using the Service in contravention of this Agreement, Work Friends may at its discretion suspend or terminate any applicable User Subscriptions or the Customer’s access to the Services.
2.3 The Customer shall not access, store, distribute or transmit any Viruses during the course of its use of the Services. The Customer also acknowledges that Work Friends does not monitor the Customer Data and accordingly the Customer takes full responsibility for any Customer Data that is Offensive Data.
2.4 If Work Friends becomes aware that any part of the Customer Data is Offensive Data, Work Friends reserves the right, without liability or prejudice to its other rights to the Customer, to take down or remove Offensive Data and/or disable the Customer’s access to the Customer Data that contains Offensive Data.
2.5 The Customer shall not:
2.5.1 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:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.5.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.5.3 use the Services and/or Documentation to provide services to third parties; or
2.5.4 subject to clause 16.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
2.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
2.5.6 introduce or permit the introduction of, any Virus into Work Friends’ network and information systems.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Work Friends.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Additional user subscriptions
3.1 Where the Customer requires additional User Subscriptions in excess of the number originally purchased as a result of exceeding the Work Friends Fair Usage Policy, the Customer will be required to purchase additional User Subscriptions. Work Friends shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
3.2 If additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable) in accordance with clause 3.1, such Fees shall be pro-rated from the date of activation by Work Friends for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 Work Friends shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 Work Friends shall use its reasonable endeavours to make the Services available 99% of the time 24 hours a day, seven days a week, except for:
4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
4.2.2 unscheduled maintenance performed outside Business Hours, provided that Work Friends has used reasonable endeavours to give the Customer at least 2 Business Hours’ notice in advance.
4.3 Work Friends will, as part of the Services and at no additional cost to the Customer, provide the Customer with Work Friends’ standard customer support services during Business Hours in accordance with Work Friends’ Support Policy in effect at the time that the Services are provided. Work Friends may amend the Support Policy in its sole and absolute discretion from time to time.
5. Customer data
5.1 The Customer 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 all such Customer Data.
5.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Work Friends shall be for Work Friends to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Work Friends in accordance with its standard archiving procedure. Work Friends 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 Work Friends for which it shall remain fully liable under clause 5.9).
5.4 Both parties will comply with all applicable requirements of the Applicable Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Applicable Data Protection Legislation.
5.5 The parties acknowledge that:
5.5.1 if Work Friends processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Work Friends is the processor for the purposes of the Applicable Data Protection Legislation.
(i) providing the App and the Services to Authorised Users;
(ii) securely inviting Authorised Users to use the App; and
5.6 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Work Friends for the duration and purposes of this agreement so that Work Friends may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.
5.7 Without prejudice to the generality of clause 5.4, Work Friends shall, in relation to any personal data processed in connection with the performance by Work Friends of its obligations under this agreement:
5.7.1 process that personal data only on the written instructions of the Customer unless Work Friends is required by Applicable Laws to otherwise process that personal data;
5.7.2 not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or Work Friends has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Work Friends complies with its obligations under the Applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Work Friends complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
5.7.3 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.7.4 notify the Customer without undue delay on becoming aware of a personal data breach;
5.7.5 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
5.7.6 maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Customer or the Customer’s designated auditor (on reasonable written notice) and immediately inform the Customer if, in the opinion of Work Friends, an instruction infringes the Applicable Data Protection Legislation.
5.8 Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5.9 The Customer consents to Work Friends appointing third-party processors of personal data under this agreement. Work Friends confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement that reflects and will continue to reflect the requirements of the Applicable Data Protection Legislation. Details of Work Friends’ third party processors are available on request. Work Friends shall notify the Customer of any intended changes to its third party processors (Notification Date) and if the customer does not consent to such change it shall have the right to terminate the agreement by providing written notice to Work Friends no later than 7 days from the Notification Date. As between the Customer and Work Friends, Work Friends shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
5.10 Either party may, at any time on not less than 14 days’ notice, revise this clause 5 by replacing it, or any part of it, with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
6. Third party providers
7. Work Friends obligations
7.1 Work Friends undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Work Friends’ instructions, or modification or alteration of the Services by any party other than Work Friends or Work Friends’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Work Friends will, at its option, use its reasonable endeavours to correct or overcome any such non-conformance promptly, or cancel the Customer’s User Subscriptions and provide a refund for any unused Fees. Such correction or refund constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing Work Friends:
7.2.1 does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent Work Friends 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.
7.4 Work Friends warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8. Customer’s obligations
8.1 The Customer shall provide Work Friends with:
8.1.1 all necessary co-operation in relation to this agreement; and
8.1.2 all necessary access to such information as may be required by Work Friends; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.
8.2 Furthermore the Customer shall:
8.2.1 ensure that its Employee Referral Scheme is made available to Authorised Users prior to the Customer issuing them with a registration code for the App;
8.2.2 be solely responsible for meeting any of the obligations set out in its Employee Referral Scheme;
8.2.3 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
8.2.4 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance, as agreed by the parties, Work Friends may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.2.5 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
8.2.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for Work Friends, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
8.2.7 ensure that its network and systems comply with the relevant specifications provided by Work Friends from time to time;
8.2.8 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Work Friends’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and
9. Charges and payment
9.1 The Customer shall pay the Fees to Work Friends in accordance with this clause 9.
9.2 The Customer shall provide to Work Friends valid, up-to-date and complete credit card details or any other relevant valid, up-to-date and complete contact and payment details and:
9.2.1 the Customer hereby authorises Work Friends to bill such credit card or other payment method:
(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, on each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period.
9.3 Subject to obtaining express written consent from Work Friends the Customer may, as an alternative to clause 9.2, provide to Work Friends approved purchase order information acceptable to Work Friends in which case Work Friends shall invoice the Customer:
(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, at least 14 days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 14 days after the date of such invoice.
9.4 Work Friends shall not start providing the Services until the Services Commencement Date. If payment has not been received within 14 days of the Effective Date then this agreement will terminate automatically.
9.5 Notwithstanding clause 9.4, if Work Friends has not received any payment within 14 days after the due date, and without prejudice to its other rights and remedies :
9.5.1 Work Friends may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Work Friends shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and
9.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.6 All amounts and fees stated or referred to in this agreement:
9.6.1 shall be payable in pounds sterling; and
9.6.2 are exclusive of value added tax, which shall be added to Work Friends’ invoice(s) at the appropriate rate.
9.7 Work Friends shall be entitled to amend the Fees, at the start of each Renewal Period upon 30 days’ prior notice to the Customer.
10. Proprietary rights
10.1 The Customer acknowledges and agrees that Work Friends and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any 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 or the Documentation.
10.2 Work Friends confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.3 Work Friends grants to the Customer a non-exclusive, revocable licence to display the Work Friends Trade Marks on its website, intranet and internal employee materials for the duration of this agreement, subject to the Customer complying with any specifications and directions relating to the Work Friends Trade Marks as made known to the Customer by Work Friends from time to time. The Customer must not alter or amend the Work Friends Trade Marks or refer to the Services by any other name.
11.1 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:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party’s lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and 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.
11.3 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.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Work Friends’ Confidential Information.
11.6 Work Friends acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
2.1 The Customer shall defend, indemnify and hold harmless Work Friends 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 (a) the Customer’s use of the Services and/or Documentation and/or (b) the Customer Data and/or (c) the Customer’s end users access to the Customer’s employee benefits programme where such access is facilitated (whether in part or otherwise) by the Services, provided that:
12.1.1 the Customer is given prompt notice of any such claim;
12.1.2 Work Friends provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
12.1.3 the Customer is given sole authority to defend or settle the claim.
13. Limitation of liability
13.1 Except as expressly and specifically provided in this agreement:
13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Work Friends shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Work Friends by the Customer in connection with the Services, or any actions taken by Work Friends at the Customer’s direction;
13.1.2 the Customer assumes sole responsibility for the Customer Data and its contents;
13.1.3 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
13.1.4 the Services and the Documentation are provided to the Customer on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of Work Friends:
13.2.1 for death or personal injury caused by Work Friends’ negligence; or
13.2.2 for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
13.3.1 Work Friends 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
13.3.2 Work Friends’ total 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, for each claim or series of related claims, be limited to the total Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim(s) arose.
14. Term and termination
14.1 This agreement shall, unless otherwise terminated as provided in clause 9.4 or this clause 14, 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 the Renewal Period, unless:
14.1.1 The Customer notifies Work Friends of termination, either in writing or via the web portal, no later than 60 days prior to the end of the initial subscription term or the relevant Renewal Period, in which case this agreement shall terminate at the end of the Initial Subscription Term or the relevant Renewal Period, as the case may be.
14.1.2 Work Friends notifies the Customer of termination, either in writing or via the web portal, no less than 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
14.1.3 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.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
14.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
14.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
14.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
14.2.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
14.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
14.2.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
14.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.3 to clause 14.2.9 (inclusive); or
14.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14.3 On termination of this agreement for any reason:
14.3.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services, Documentation and Work Friends Trade Marks;
14.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
14.3.3 the Customer shall have 10 days from the effective date of termination to download any Customer Data from the Services. On expiry of the 10-day period Work Friends will destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7.5; and
14.3.4 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.
15.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as may have been notified to that party for such purposes.
15.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 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 email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) subject to no undeliverable receipt being received.
16.1 Work Friends shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Work Friends 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 the Customer is notified of such an event and its expected duration.
16.2 If there is an inconsistency between any of the provisions in the main body of this agreement and any other terms referenced herein, the provisions in the main body of this agreement shall prevail.
16.3 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.4 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.
16.6 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.
16.7 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.8 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.
16.9 The Customer shall not, without notification to Work Friends, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. Work Friends may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.10 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).
16.11 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.
17. Governing law and jurisdiction
17.1 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.
17.2 The parties irrevocably agree 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).