Terms and Conditions

Table of contents

Part I Membership, Services and Fees

1. General Information

1.1. These Terms and Conditions apply to all Users. They cover all aspects of the biggreenbook.com™ website (the Site) including use of the Site, Membership services and advertising services. Before proceeding Users should read these Terms and Conditions carefully. If you find yourself unable to agree to them, then you must not use the Site. If, however, you agree to them unconditionally you may use the Site subject always to these Terms and Conditions. By accessing any of the Sites services you indicate your acceptance of these Terms and conditions irrespective of whether or not you register with any of the Sites services.

1.2. Big Green Book UK™ Limited a Not-For-Profit Company and its website biggreenbook.com™ may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on the Site.

1.3. Except as stated below, any amendments to these Terms and Conditions shall be automatically effective immediately they are posted on the Site.

1.4. For your information we list below the address details of: Big Green Book UK™ Limited for any correspondence

Registered Office:

6, Pennyfarthing Barns, 51 Waters End Road, Maulden, Bedfordshire, MK45 7BP

Registered Company no. 4710887

Contact Address: Big Green Book UK Limited, 95 Duncansby Way, Dunkeld View, Perth, Scotland, PH1 5XF

E-mail: info@biggreenbook.com

2. Definitions

2.1. In these Terms and Conditions the following words shall have the following meanings, unless the context requires otherwise:

Distance Selling Regulations - Consumer Protection (Distance Selling) Regulations 2000;
Biggreenbook - Big Green Book UK Limited (The Company) and / or www.biggreenbook.com ( The Site);
Fee(s) - The fee(s) payable by the Member or Advertiser for the relevant Service(s) as set out below;
Intellectual Property Rights - Intellectual property rights including, for the avoidance of doubt, patents, copyright, rights in databases, trademarks and trade names whether registered or unregistered and subsisting anywhere in the World;
Member - Any and all persons who register with the Site in accordance with clause 3.1 and Membership shall be construed accordingly;
Membership Level - The level of Membership registered for and paid for by the relevant User according to the table set out in clause 5.1;
Informational Content - The Informational content such as Case Studies, Reports, How-To Guides, Fact Guides, Supplier Directory, Member Directory posted by biggreenbook.com on the Site and available to view online and/or download by Users, subject to the required Membership Level;
Services -The services provided by Biggreenbook.com via the Site from time to time to include;

1: Environmental Business Media
2: Environmental Supplier Directory
3: Environmental Business Network
4: Environmental Information Library
and including internal or external Environmental Business Networking Events whether provided via the Biggreenbook or at an alternative Venues;

Sites - The digital content provided by biggreenbook.com including content provided at websites provided by biggreenbook.com from time to time, including http://www.biggreenbook.com/; and also including digital content provided via email RSS feeds, widget and other data;
Terms and Conditions - These terms and conditions as varied by biggreenbook.com by posting the amended terms and conditions on the Site from time to time;
Third Party Sites - Third party web sites, frames and portals;
User - Any and all persons who access the Site and services provided by Biggreenbook, including but not limited to Members;
Venue - The place where the Networking event is to be provided whether online or offline at a Member's premises or at third party premises; and
Venue Terms - The terms and conditions of use of the Venue.

2.2. In these Terms and Conditions unless the context requires otherwise

2.2.1. Any reference to a clause is to the relevant clause of these Terms and Conditions;

2.2.2. Headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions;

2.2.3. The singular includes the plural and vice versa;

2.2.4. Any gender includes the other gender;

2.2.5. Any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.2.6. Any reference to a statute, statutory provision, subordinate legislation, code or guideline is a reference to such as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;

2.2.7. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

2.2.8. Any reference to "in writing" shall include email.

3. Membership Eligibility

3.1. Our Services are available only to individuals who have the capacity to form legally binding contracts under the law applicable to these Terms and Conditions. Without limiting the foregoing, our Services are not available to minors (under 18 years of age). If you do not qualify, you are not permitted to register with the Site nor use the Services and no contract will be formed between you and Biggreenbook. Further, Services are not available to temporarily or indefinitely suspended Biggreenbook Members.

4. Formation of Contract

4.1. In order that a legally binding contract can be formed between Biggreenbook and a Member eligible under clause 3.1, all Users are required to comply with these Terms and conditions and all Users who register are required to accept these Terms and Conditions unconditionally by clicking the ' I have read and agreed to the Terms and Conditions ' checkbox during the registration process.

4.2. Biggreenbook in their absolute discretion reserves the right to refuse, suspend or cancel Membership of any Member at any time and without notice.

4.3. These Terms and Conditions shall override any previous or contradictory terms or conditions published by Biggreenbook or appearing on the Site.

4.4. In consideration of Biggreenbook agreeing to the User's use of the Site and its Services, the User agrees to comply with these Terms and Conditions.

4.5. Each Member warrants to Biggreenbook that it has the full right, power and authority to enter into and perform its obligations under these Terms and Conditions and has not entered into any arrangement which in any way conflicts with these Terms and Conditions or inhibits, restricts or impairs its ability to perform its obligations under these Terms and Conditions.

5. Membership

5.1. Subject to clause 3.1 all Users may visit the Site and access certain free Services without the obligation to register as a Member. In order to access other Services it is necessary to register as a Member. Click here to access the levels of Membership and the relevant Fees and Services available.

5.2. In order to become a Member the relevant User shall complete the registration form. The User represents and warrants that the information given in that registration will be accurate and complete. Biggreenbook will hold that information in accordance with the terms of the Biggreenbook Privacy Policy and it may be used to validate the Users registration for Membership.

5.3. Membership lasts for a period of 12 months from the date of registration and payment of the relevant Fee. Membership may be cancelled at any time by the Member giving notice to Biggreenbook and subject to clause 6.

5.4. A Member may upgrade to a higher Membership Level in one of two ways: either (a) during the first month of any 12 month Membership, by paying a sum equivalent to the difference between the Fees already paid and the amount of Fees that would have been due had the Member registered at the new Membership Level at the start of the Membership period; or (b) alternatively a Member may choose to pay the full amount of Fees charged for the relevant Membership Level and a new period of 12 months will start from the date of payment of that Fee.

5.5. Each Member shall be responsible for the management of their Membership within their relevant organisation including the administration of access to the Site and Services. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of Biggreenbooks registration procedures, you must treat such information as confidential, and you must not disclose it to any third party. Biggreenbook does not permit the sharing of logins or passwords, and similarly, no group logins and passwords are permitted. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time.

5.6. Each Member is responsible for making all arrangements necessary to access the Site subject always to the prohibition on login and password sharing in clause 5.5 and is also responsible for ensuring that all persons who access the Site through the Member's internet connection are aware of these Terms and Conditions, and ensure that they comply with them.

5.7. Further to clause 5.6, each Member is responsible for ensuring that they supply a valid email address, that the Biggreenbook email domain is white listed and that the email account does not block emails from Biggreenbook. Biggreenbook accepts no responsibility for the non-receipt of any email communication sent to any User.

5.8. Further to clause 5.6 where a Membership allows for a number of Users to have access, each Member within that Membership will be able to add and remove other Members so it is your responsibility to ensure that the Users who access the Site via your Membership are responsible in the management and running of your Membership and that they are legitimate Users. You may not add a User who is not an employee of your organisation. Further, each of the Users within your Membership will have access to the Services allocated under your Membership so, for example, one User could use up all the Reports / Case Studies allocation for your Membership. We reiterate that it is your responsibility to manage your Membership within your relevant organisation. Biggreenbook accepts no responsibility for the management of your Membership within your organisation.

5.9. Each Member may choose to appear in the Member Directory and this information will be published in accordance with the terms of the Biggreenbook Privacy Policy.

6. Services and Fees

6.1. The Site and Services shall be made reasonably available to all Users in accordance with any Membership Level subject to these Terms and Conditions and subject to technical errors and downtime associated with the Internet and the Site. You acknowledge and accept that such downtime may prevent access to the Site and Services from time to time and that access to the Site and Services shall not, therefore, be error free or uninterrupted.

6.2. The Services are to be provided via the Site which contains a number of areas which may be varied from time to time initially including the following: Environmental Business Media (News, Events, Blog; Press Releases) Environmental Supplier Directory (Partner Profiles; Partner Plus Profiles) Environmental Business Network (Member Directory; Forums; White Papers; Press Releases) Environmental Information Library (Case Studies; Reports; How–To Guides; Dictionary;) and Account Administration. Biggreenbook reserves the right to change the content, presentation, performance, and availability of any part of the Site at its sole discretion and without notice.

6.3. Details of the Services are set out on the Site and will be undertaken by Biggreenbook on acceptance by Biggreenbook of your order to purchase each Service and payment in full of the relevant Fees for such Service as set out on the Site. Each separate order for Services shall form and be treated as a separate legal contract between you and Biggreenbook for provision of the relevant Services, subject to these Terms and Conditions.

6.4. Fees are usually payable immediately either online or through one of Biggreenbooks Member Support Team representatives prior to the activation of membership and access to any Services, however, in the case of any Fees to be invoiced by Biggreenbook such Fees shall be paid by the Member within thirty (30) calendar days of the date of Biggreenbooks invoice. Interest will be charged at the rate of two per cent (2%) above the Bank of England base rate from time to time and calculated monthly on any outstanding amount until payment is received.

6.5. In case of non-payment of any sum due from the Member (whether formally demanded or not) or of any other breach or non-observance by the Member of any of these Terms and Conditions, Biggreenbook shall have the right to terminate the Member's access to the Site and Services immediately without prejudice to the right to recover all sums payable by the Member or to any other right or remedy available to Biggreenbook.

6.6. Without prejudice to clause 6.3, Biggreenbook reserves the right to change its payment policy and the Fees charged for Services from time to time, with such changes becoming effective immediately. Unless otherwise stated, all fees are quoted in UK Sterling and exclude VAT and any and all other applicable taxes.

6.7. You agree to pay to Biggreenbook the Fees for any and all Services you purchase from Biggreenbook. You further agree that you are responsible for paying any and all applicable taxes including but not limited to VAT. All Fees and any such applicable taxes shall be payable by you in full in advance and are non-refundable, subject to clause 7.

6.8. Any Services with the validity period of 365 days are considered subscription services ("Subscriptions"). All Subscriptions purchased by credit card carry an automatic renewal agreement. You will be notified in advance of automatic renewal. You can contact us to cancel a Subscription automatic renewal at any point during its validity. Where a Fee is payable for the relevant Subscription, the credit card used to purchase the Subscription will be charged the full and current Fee on the day of renewal, and no discounts or special packages that applied to the Membership will continue or be carried forward without the prior agreement of Biggreenbook. This will constitute a separate order for Services and shall be treated as a separate legal contract between you and Biggreenbook for provision of the relevant Services, subject to these Terms and Conditions and is subject to clause 7.

6.9. In the event that any individual component of the Services paid for by a Member is disputed then the parties shall endeavour in good faith to reach agreement in relation to the disputed Services. In the event that such dispute cannot be resolved, the matter shall be dealt with pursuant to clause 26.

7. Cancellation and Fees Refunds Policy

7.1. If you are acting as a consumer, under the Distance Selling Regulations 2000, you have a statutory right to cancel any distance contract within 7 days of the date of purchase as long as you have not yet accessed the relevant Services. Accordingly, you may cancel any subscription to purchase Services during the period up until the relevant Services are delivered (which shall for this purpose be defined as access by you to any of the Sites or services provided by Biggreenbook under the relevant Membership in accordance with the relevant Membership Level) or the end of 7 days from the date of purchase, whichever is shorter ("Consumer Cancellation Period"). If you are acting as a consumer and validly cancel any contract for Services within the Consumer Cancellation Period Biggreenbook shall refund to you the Fees paid for the relevant Services. If you are acting as a consumer and cancel any contract for Services outside the Consumer Cancellation Period, the Fees paid by you for the relevant Services shall be non-refundable.

7.2. If you are not acting as a consumer (i.e. using the Services in the course of your business), the Distance Selling Regulations 2000 shall not apply and Biggreenbooks cancellation policy is as follows: you may cancel any subscription to/purchase of Services during the period up until the relevant Services are delivered (which shall for this purpose be defined as access by you to any of the Site or services provided by Biggreenbook under the relevant Membership in accordance with the relevant Membership Level) ("Business Cancellation Period"). If you are not acting as a consumer and you cancel any contract for Services outside the Business Cancellation Period, the Fees paid by you for the relevant Services shall be non-refundable.

7.3. Further to clause 7.1 and clause 7.2 as the case may be, no part of any Membership may be carried forward, and no credit will be given for the unused portion of any Membership e.g. no credit will be given if fewer Reports, Case Studies or How-To Guides have been accessed than the Member would be entitled to under the relevant Membership Level. All your Membership benefits will expire and stop working when your Membership runs out. You will be re-gaining access to Biggreenbook when you take out another Membership and your account will be credited with the benefits you are entitled to according to the relevant Membership Level.

Terms and Conditions Part II

Part II the Site and the Services

8. Overview of www.biggreenbook.com

8.1. Overview. The Site acts as a venue for Environmental, Green, Ethical and Business professionals to interact, to obtain information in the form of News, Case Studies, Articles, Reports, How-To Guides and to share information and opinions, to take part in and arrange Networking events and to advertise and promote professional business services including but not limited to posting information on the Site via forums and Blogs (see clause 16) and advertising supply and procurement vacancies (see clause 11). Although Users may choose to conduct business related communications and transactions through the site, Biggreenbook is not involved in any such communications or transactions and as a result, Biggreenbook has no control over the quality, safety, truth, accuracy or legality of any products, items, vacancies, statements or services posted or offered, nor does Biggreenbook have any ability whatsoever to represent, warrant or guarantee the integrity of the providers or purchasers of such products, items, vacancies, statements or services.

8.2. Member identities. Because identification and authentication on the Internet is difficult, Biggreenbook cannot and does not confirm each User's identity, whether or not they are a Member. Biggreenbook allows Members to give access to information about themselves to other Members. If you are in any doubt as to an individual's identity you are encouraged to take steps to further establish their credentials, for example by communicating directly with them.

8.3. Release. In the event that you have a dispute or issue with one or more of the other Users, you shall release Biggreenbook (and our officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

8.4. Information Control. Biggreenbook is designed to provide Services to help Users obtain Environmental, Green, Ethical and Business information including accessing News, Case Studies, Articles, Reports, How-To Guides and attending networking events, advertise details of supply and procurement vacancies, advertise details of Environmental, Green and Ethical Business products or services, and to discuss Environmental Business and Sustainability issues. This information is sometimes provided by our Members, many of whom use anonymous User IDs and are people we have never met. Whilst the quality of material submitted to our Site is generally high, Biggreenbook does not control the information provided by Members, and you may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using our Site and please notify us if you find any information to be offensive, harmful, inaccurate or deceptive.

Please note that there are also risks in dealing with foreign nationals, underage persons or people acting under false pretences.

8.5. Furthermore, as you cannot be sure who any contributor really is, you should treat the contributors here in the same way that you would treat anyone you had come across for the first time. You should not rely upon the information you find at the Site but rather, you should use it as a starting point for doing your own independent research, then decide for yourself the accuracy and merits of the information that has been shared in our forum and on our Site including on the blogs section of the Site (see clause 19). As such Biggreenbook cannot guarantee and makes no representation or warranty as to the accuracy, veracity, or completeness of any such information provided.

8.6. The opinions expressed on the Site are those of the contributing individuals. If you act on anything that is said or done you must do so on the basis of a considered decision of your own, having weighed up the pros, cons and risks thereby fully accepting the responsibility for the success or failure of your actions. Under no circumstances shall Biggreenbook be liable for direct, indirect, or incidental damages resulting from your use of information, commentary, advice or other content on the Site irrespective as to whom the contributor is. You agree to indemnify Biggreenbook on demand against any actions, claims, proceedings, or liabilities arising from your use of the content of the Site.

9. Information Service

9.1. The Site contains Informational and other content that Users may access. Some content may only be accessed by Members in accordance with the relevant Membership Level and other content is free of charge. Biggreenbook grants the User a licence to use the Reports and other content solely for their own information purposes.

9.2. Subject to clause 9.9 Biggreenbook hereby grants to the User a non-exclusive worldwide licence for the duration of the Membership or in the case of a User, until Biggreenbook may choose to revoke such a licence, to download, store, reproduce, transmit, display, copy, and provide access to the information in accordance with the terms of the User's Membership and then only for the User's own information purposes and for the avoidance of doubt, not for any commercial or business purposes.

9.3. The User shall not alter or remove any content of any information including hyperlinks, copyright notices or other notices indicating rights in any informational content.

9.4. For the avoidance of doubt, the licence granted in clause 9.2 above shall not permit the User to do any of the following without the prior written consent of Biggreenbook:

9.4.1. transfer the licence granted in clause 9.2;

9.4.2. download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, sell, publish, distribute, provide access to or otherwise use any informational content for any purposes other than as set out in clause 9.2;

9.4.3. Sub-licence, rent, lease, transfer or assign any Intellectual Property Rights in the Informational content, to any other person, or attempt to do any of the foregoing;

9.4.4. Disclose the Informational content whether in part or in their entirety to any third party, including any associated or affiliated company;

9.4.5. in any way commercially exploit any of the Reports' content; or

9.4.6. Use the Informational content for any unlawful purpose.

9.5. Any breach by the User of any of the terms of the licence will entitle us to terminate your licence and your Membership.

9.6. Without prejudice to clause 9.2 Biggreenbook reserves the right to amend, edit or abbreviate or take down once published any informational content at our discretion.

9.7. Without prejudice to the generality of clause 6.1, you acknowledge and accept that there may be technical downtime or errors relating to the Information Service. Such downtime or errors may prevent Informational content being viewed by Users of the Site. Biggreenbook shall not be liable if the publication of any Informational content is delayed, prevented from access or displayed incorrectly by any cause beyond our control including server downtime or errors.

9.8. In any event, our liability in relation to each piece of Informational content shall be limited to a sum equal to the amount paid to us for the relevant Membership Level divided by the number of Informational contents that can be accessed under that Membership Level, or £100, whichever is the greater.

9.9. You agree to pay the relevant Fees for Membership, if any, set out on the Site in order to access certain Informational content. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for all Memberships and Informational content accessed after the change. Where applicable, payment must be prepaid in accordance with the payment methods set out on the Site before access to certain Informational content is permitted, and no licence under clause 9.2 shall be granted until we receive payment in full for the relevant Informational content. Fees paid to us for Informational content shall be non-refundable.

10. Press Release Service

10.1. Notwithstanding and subject to these Terms and Conditions, the following conditions govern our acceptance of all orders for digital content in the form of copy for a press release to be published on the Site ("Press Release"). We shall accept no Press Release other than via the "Post a Press Release" submission procedure set out on the Site, and submitting a Press Release via this process shall be deemed to be acceptance of these Terms and Conditions.

10.2. If you submit a Press Release to us for publication on the Site, you represent and warrant to Biggreenbook that the Press Release:

10.2.1. Is relevant to the digital marketing or ecommerce sector;

10.2.2. Is legal, decent, honest and truthful and does not contain any obscene, offensive, insulting, defamatory or otherwise illegal content;

10.2.3. Does not breach any third party contract or infringe or violate any Intellectual Property Rights of any third party and you have obtained any necessary consents for any content owned by a third party;

10.2.4. Complies with relevant codes of practice governing advertising in force at the time of publishing the Press Release, and

10.2.5. Any breach of the warranties set out in this clause will entitle us to remove the relevant Press Release from the Site and terminate your Membership.

10.3. Without prejudice to clause 11.2 Biggreenbook reserves the right to amend, edit or abbreviate any Press Release at our discretion. Biggreenbook also reserves the right to refuse to publish or to take down once published any Press Release for any reason, but particularly if it is in breach of clause 11.2 above.

10.4. Notwithstanding clause 11.3 above, it shall be entirely your responsibility to correctly and accurately post press release details via the "Post a Press Release" submission procedure set out on the Site. Biggreenbook shall not be obliged to check any Press Release prior to publishing it nor shall Biggreenbook be liable for any omissions, errors or inaccuracies in the information submitted. Accordingly, it is your responsibility to check Press Releases and notify us of any omission, error or inaccuracy. Biggreenbook will make reasonable efforts to make corrections to Press Releases as notified to us by you but make no guarantee that such corrections will be made.

10.5. Further Biggreenbook makes no representation that the Press Release will be posted anywhere outside Biggreenbook but we reserve the right to distribute any Press Release submitted to us, to any third party, whether in whole or in part, as we see fit.

10.6. Without prejudice to the generality of clause 6.1, you acknowledge and accept that there may be technical downtime or errors relating to the Press Release Service. Such downtime or errors may prevent Press Releases being viewed by Users of the Site. Biggreenbook shall not be liable if the publication of a Press Release is delayed, prevented from access or displayed incorrectly by any cause beyond our control including server downtime or errors.

10.7. In any event, our liability in relation to each Press Release shall be limited to a sum equal to the amount paid to us for the Press Release in question or £100, whichever is the greater, and Biggreenbook shall not be liable for any loss of or damage to any images or text provided to us by you when submitting the Press Release.

10.8. You agree to pay the relevant Fees, if any, set out on the Site for submission of each Press Release. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for new Press Releases submitted after the change. Where applicable, payment for all Press Releases must be prepaid in accordance with the payment methods set out on the Site, and no submission shall be deemed accepted until we receive payment in full for the relevant Press Release. Fees paid to us for posting Press Releases shall be non-refundable except in the event that Biggreenbook chooses to take down the relevant Press Release otherwise than because of a breach of clause 11.2.

10.9. You agree to indemnify us on demand in respect of claims, damages or other charges incurred by us (whether direct or consequential) including legal costs arising from any action relating to publication of any Press Release submitted by you on the Site.

11. Supply and Procurement Advertising Service

11.1. Notwithstanding and subject to these Terms and Conditions, the following conditions govern our acceptance of all orders for digital content in the form of advertisement(s) for supply and procurement vacancies to be published on the Site ("Tender Advert"). We shall accept no Tender Advert other than via the "Post a Tender" submission procedure set out on the Site, and submitting a Tender Advert via this process shall be deemed to be acceptance of these Terms and Conditions.

11.2. If you submit a Tender Advert to us for publication on the Site, you represent and warrant to Biggreenbook that the Tender Advert:

11.2.1. Is relevant to the Environmental, Ethical or Business sector;

11.2.2. Is legal, decent, honest and truthful and does not contain any obscene, offensive, insulting, defamatory or otherwise illegal content;

11.2.3. Does not breach any third party contract or infringe or violate any Intellectual Property Rights of any third party and you have obtained any necessary consents for any content owned by a third party;

11.2.4. Complies with relevant codes of practice governing advertising in force at the time of publishing the Tender Advert, including but not limited to the Advertising Standards Agency Code of Practice in the United Kingdom, and

11.2.5. Any breach of the warranties set out in this clause will entitle us to remove the relevant Tender Advert from the Site and terminate your Membership.

11.3. Without prejudice to clause 11.2 Biggreenbook reserves the right to amend, edit or abbreviate any Tender Advert at our discretion. Biggreenbook also reserves the right to refuse to publish or to take down once published any Tender Advert for any reason, but particularly if it is in breach of clause 11.2 above.

11.4. Notwithstanding clause 11.3 above, it shall be entirely your responsibility to correctly and accurately post Tender details when buying a Tender Advert via the "Post a Tender" submission procedure set out on the Site. Biggreenbook shall not be obliged to check any Tender Advert prior to publishing it nor shall Biggreenbook be liable for any omissions, errors or inaccuracies in the information submitted. Accordingly, it is your responsibility to check Tender Adverts and notify us of any omission, error or inaccuracy. Biggreenbook will make reasonable efforts to make corrections to Tender Adverts as notified to us by you but make no guarantee that such corrections will be made.

11.5. Without prejudice to the generality of clause 6.1, you acknowledge and accept that there may be technical downtime or errors relating to the Tender Advertising Service. Such downtime or errors may prevent Tender Adverts being viewed by Users of the Site. Biggreenbook shall not be liable if the publication of a Tender Advert is delayed, prevented from access or displayed incorrectly by any cause beyond our control including server downtime or errors.

11.6. In any event, our liability in relation to each Tender Advert shall be limited to a sum equal to the amount paid to us for the Tender Advert in question or £100, whichever is the greater, and Biggreenbook shall not be liable for any loss of or damage to any images or text provided to us by you when submitting the Tender Advert.

11.7. You agree to pay the relevant Fees, if any, set out on the Site for submission of each Tender Advert. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for new Tender Adverts submitted after the change. Payment for all Tender Adverts must be prepaid in accordance with the payment methods set out on the Site, and no submission shall be deemed accepted until we receive payment in full for the relevant Tender Advert. Fees paid to us for posting Tender Adverts shall be non-refundable.

11.8. You agree to indemnify us on demand in respect of claims, damages or other charges incurred by us (whether direct or consequential) including legal costs arising from any action relating to publication of any Tender Advert submitted by you on the Site.

12. Member Directory

12.1. The registration for Membership process allows each Member to opt in to the Member Directory service. All Information provided as part of this process must be provided in accordance with clause 16 and Biggreenbook shall handle all information supplied in accordance with the Privacy Policy from time to time. In addition for the purposes of inclusion in the Member Directory you must ensure that all information provided is professional and that you take responsibility for controlling the information that is included in the Member Directory through your use of the options in your account section of the Site. You are advised to consider carefully whether you wish your contact and other personal details to be included in the Member Directory and to use the options in your account section of the Site accordingly. Each Member has the opportunity to opt out of the Member Directory service at any time.

12.2. You acknowledge and accept that Biggreenbook does not necessarily exercise any review or editorial control over the content of the Member Directory. Accordingly, Biggreenbooks liability and responsibility for the content of the Member Directory on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law. The listing of a Member is not an endorsement or approval of any such Member and if you decide to have any dealings with any Member you do so at your own risk.

13. Supplier Directory

13.1. The registration for Membership process allows each Member to opt in to the Suppliers Directory service either by using the Basic Profile Service (the use of which is currently included in the Membership Fee) or by using the Full Profile Service, for which an additional Fee is payable. All Information provided as part of this process must be provided in accordance with clause 16 and Biggreenbook shall handle all information supplied in accordance with the Privacy Policy from time to time. In addition for the purposes of inclusion in the Supplier Directory, you must ensure that all information provided is professional and that you take responsibility for controlling the information that is included in the Supplier Directory through your use of the options in your account section of the Site. You are advised to consider carefully whether you wish your contact and other personal details to be included in the Supplier Directory and to use the options in your account section of the Site accordingly. Each Member shall have the opportunity to opt out of the Supplier Directory service at any time.

13.2. You acknowledge and accept that Biggreenbook does not necessarily exercise any review or editorial control over the content of the Supplier Directory. Accordingly, Biggreenbooks liability and responsibility for the content of the Supplier Directory on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law. The listing or a person or entity in the Supplier Directory ("Supplier") is not an endorsement or approval of any such Supplier and if you decide to use any Supplier you do so at your own risk.

13.3. Notwithstanding and subject to these Terms and Conditions, the following conditions govern our acceptance of all information submissions in the form of supplier profiles to be published on the Site ("Profile"). We shall accept no Profile other than via the submission procedure set out on the Site, and submitting a Profile via this process shall be deemed to be acceptance of these Terms and Conditions.

13.4. If you submit a Profile to us for publication on the Site, you represent and warrant to Biggreenbook that you are a supplier, vendor, agency, consultancy or freelancer offering digital marketing or ecommerce services and solutions and that your business is:

13.4.1. Is relevant to the digital marketing or ecommerce sector;

13.4.2. Is legal, decent, honest and truthful and does not contain any obscene, offensive, insulting, defamatory or otherwise illegal content;

13.4.3. Does not breach any third party contract or infringe or violate any Intellectual Property Rights of any third party and you have obtained any necessary consents for any content owned by a third party; and

13.4.4. Any breach of the warranties set out in this clause will entitle us to remove the relevant Profile from the Site and terminate your Membership.

13.5. Without prejudice to clause 13.4 Biggreenbook reserves the right to amend, edit or abbreviate any Profile at our discretion. Biggreenbook also reserves the right to refuse to publish or to take down once published any Profile for any reason, but particularly if it is in breach of clause 14.4 above.

13.6. Notwithstanding clause 13.5 above, it shall be entirely your responsibility to correctly and accurately post details via the submission procedure set out on the Site. Accordingly, it is your responsibility to check your profile and update any omission, error or inaccuracy.

13.7. Without prejudice to the generality of clause 6.1, you acknowledge and accept that there may be technical downtime or errors relating to the Supplier Directory Service. Such downtime or errors may prevent Profiles being viewed by Users of the Site. Biggreenbook shall not be liable if the publication of a Profile is delayed, prevented from access or displayed incorrectly by any cause beyond our control including server downtime or errors.

13.8. In any event, our liability in relation to each Profile shall be limited to a sum equal to the amount paid to us for the Profile in question or £100, whichever is the greater, and Biggreenbook shall not be liable for any loss of or damage to any images or text provided to us by you when submitting the Profile.

13.9. You agree to pay the relevant Fees, if any, set out on the Site for submission of each Profile. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for new Profiles submitted after the change. Payment for all Profiles must be prepaid in accordance with the payment methods set out on the Site, and no submission shall be deemed accepted until we receive payment in full for the relevant Profile. Fees paid to us for posting Profiles shall be non-refundable.

13.10. You agree to indemnify us on demand in respect of claims, damages or other charges incurred by us (whether direct or consequential) including legal costs arising from any action relating to publication of any Profile submitted by you on the Site.

14. Email Newsletter

14.1. The registration for Membership process allows each Member to sign up for email alerts and newsletter service. All Information provided as part of this process must be provided in accordance with clause 18 and Biggreenbook shall handle all information supplied in accordance with the Privacy Policy from time to time. Each Member shall have the opportunity to opt out of the email alerts and newsletter service at any time.

15. Your Information

15.1. "Your Information" is defined as any information you provide to Biggreenbook or other Users during registration, in any public message area, through feedback or any e-mail or form features.

15.2. Your Information and conduct (or any items listed therein) shall not:

15.2.1. Be false, inaccurate or misleading;

15.2.2. Be fraudulent or involve the sale of counterfeit or stolen items;

15.2.3. Infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;

15.2.4. Violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

15.2.5. Be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;

15.2.6. Be obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material;

15.2.7. Contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

15.2.8. Create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

15.2.9. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything; or

15.2.10. Post or transmit chain letters, pyramid schemes, advertising, promotional materials, or other solicitation except as where explicitly requested by another User.

15.3. To enable Biggreenbook to use Your Information supplied, such that we are not violating any rights you might have in that information, you agree to grant Biggreenbook a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence and the right to sub-license (through multiple tiers) to use the Intellectual Property Rights you have in Your Information, in any media now known or not currently known. Biggreenbook will only use Your Information in accordance with the Privacy Policy of the Site.

15.4. You are responsible for all statements made and acts that occur through the use of your Membership and password. If your password has been disclosed to a third party or stolen, you must let us know.

15.5. While Biggreenbook cannot review all transmissions by Users in the Forums, we reserve the right to, and May from time to time, monitor any information transmitted or received through our service. Biggreenbook, at our sole discretion and without further notice to you, may review, remove, or otherwise block any information (including posts to message boards, forums and blogs) that we deem inappropriate or that violates any of these Terms and Conditions.

16. Blogs Service

16.1. "Blogs" are essentially web pages containing information posted by the relevant creator of such web pages. Blogs are managed and edited by certain editors on the Site who are either freelance or guest editors of the blogs on the Site ("Independent Editors") and as such Independent Editors are not representatives of Biggreenbook or its views.

16.2. Biggreenbook does not control or edit any of the information or views set out by Independent Editors on any blog on the Site and accordingly Biggreenbook does not warrant or guarantee the validity, accuracy or reliability for such information or views expressed by Independent Editors on the Site. Biggreenbook does not endorse or advocate any of the information or views set out on any blog on the Site which are the views of the Independent Editors and not of Biggreenbook.

16.3. Biggreenbook carries out no review nor does it exercise any editorial control over any blogs posted on the Site. Biggreenbook does not vet or otherwise filter any submissions made to Independent Editors for inclusion in blogs on the Site. However, if an Independent Editor uses any story, press release or other material submitted by you for inclusion in a blog, Biggreenbook reserves the right to delete it from the Site at Biggreenbooks sole discretion and Biggreenbook may refuse to publish any blog for any reason. Accordingly all Biggreenbooks liability or responsibility for the content of blogs on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law subject that Biggreenbooks maximum liability for such material shall be strictly limited to removing any material which is reasonably notified in writing to Biggreenbook as infringing the rights of others or otherwise illegal.

16.4. You acknowledge the risk of Intellectual Property Rights infringement and breach of confidentiality relating to any material you submit to the Independent Editors through the Site for inclusion in a blog on the Site, You, therefore, warrant and represent that you own all Intellectual Property Rights in such material and that such material shall not:

16.4.1. Reproduce images or text copied in whole or in part from other sources;

16.4.2. Be confidential information owned by a third party;

16.4.3. Are false, fraudulent, inaccurate or misleading;

16.4.4. Infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;

16.4.5. Are defamatory, libellous, unlawfully threatening or unlawfully harassing;

16.4.6. Are obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material;

16.4.7. Contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

16.4.8. Create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

16.4.9. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything.

16.5. You shall fully indemnify Biggreenbook for any claims or damage (including legal costs) for any of the warranties set out in clause 16.5.

16.6. To enable Biggreenbook to permit (un-reviewed) publication of the blogs of the Independent Editors on the Site, such that we are not violating any rights you have in that information or material, you agree to grant Biggreenbook a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use the Intellectual Property Rights you have in such information and material for the purpose of permitting its (un-reviewed) publication in Independent Editor's blogs on the Site and for any other purposes, including commercial purposes.

16.7. If Biggreenbook becomes aware that any material displayed on a blog on the Site is or may be in breach or probably breach any of the terms and conditions set out above it shall have the right to delete it in accordance with clause 19.4 above. Accordingly, we invite you to report to Biggreenbook any material on a blog we you believe may breach the above terms and conditions.

17. Access and Interference

17.1. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without the prior written consent of Biggreenbook.

17.2. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site nor attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device..

17.3. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.

17.4. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to Biggreenbook by our Users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from the Site without the prior written consent of Biggreenbook or the appropriate third party, with the exception of downloading or printing a single copy for yourself for offline viewing.

18. Breach

18.1. Without limiting other remedies, Biggreenbook may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your Membership and refuse to provide the Services to you if:

18.1.1. You breach these Terms and Conditions or the documents incorporated by reference (including but not limited to our Privacy Policy)

18.1.2. Biggreenbook are unable to verify or authenticate any information you provide to us; or

18.1.3. Biggreenbook believe that your actions may cause legal liability for you, our Members or us

19. Privacy

19.1. By registering, you are agreeing that other Members may make statements about your views, opinions or services which you regard as untrue. In any such case, if you contact Biggreenbook, giving full details, Biggreenbook will conduct a brief investigation and may remove the offending statement. Whether or not the offending statement is removed you hereby waive any right you might otherwise have against Biggreenbook in connection with such statements. You accept that Biggreenbook cannot control such statements and it is not practicable to conduct full, detailed, investigations. For more details on Privacy, please review our Privacy Policy.

20. No Warranty

20.1. The Site including, without limitation, its contents, functionality, performance and features are provided on an "as available basis" at the User's sole risk and without representations or warranties without any express or implied warranties of. Of any kind and to the full extent permitted by law. Biggreenbook and other parties involved in creating, producing or delivering the Site expressly exclude all warranties, conditions or terms express or implied, statutory or otherwise including without limitation any warranty as to (i) title; (ii) that the use of the materials will not infringe any IPRs of any other person; (iii) satisfactory quality or fitness for any particular purpose; or (iv) that the content of the Site and Informational Materials are accurate, complete or error free

20.2. Although Biggreenbook believes the content of the Informational Materials to be accurate, complete and current, to the fullest extent permitted by law, Biggreenbook provides all Informational Materials Further no advice or information given by Biggreenbook or its employees, agents, contractors or suppliers shall create any warranty. It is the Member's responsibility to verify any information before relying on it. Further, the Informational Materials may include technical inaccuracies or typographical errors. Biggreenbook may make changes to the Informational Materials at any time.

21. Liability Limit

21.1. Nothing in these Terms and Conditions is intended to limit or exclude any liability on the part of Biggreenbook for fraud or for negligence causing death or personal injury or where and to the extent that applicable law prohibits such exclusion or limitation.

21.2. Subject to the above statement and any clauses relating to limitation of liability elsewhere in these terms and conditions, in no event shall Biggreenbook or its suppliers be liable in contract, tort (including negligence), statutory duty, pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with these Terms and Conditions for: (a) direct, consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), and in each case whether advised of the possibility of such loss or damage and however incurred including as a result of negligence arising out of or in connection with the Site or Services.

21.3. Accordingly, subject to clause 21.1, you agree not to bring a claim of any nature against Biggreenbook in relation the use of or access to the Site and use or access to the Services, except where such a claim cannot be excluded by law. You acknowledge and agree that Biggreenbook will have the right (subject to the discretion of the Court) to a stay of proceeding if you bring any claim against Biggreenbook in breach of the foregoing.

21.4. Biggreenbook shall not be liable or responsible in any way for any damage caused by any misuse of the Site by you or any third party, or caused by any Service.

21.5. Biggreenbook shall be free to modify, temporarily suspend or cancel the Services and to reasonably amend these Terms and Conditions at any time in writing which amendments will be deemed to be agreed by you upon using the Site and Services.

21.6. You acknowledge that information, software and other material accessible over the Internet via the Site may contain viruses, worms, Trojan horses, cancel bots, or other harmful and destructive components. Biggreenbook shall not be liable for any direct, indirect, incidental or other loss or damages which result or may result from your access to or use of the Internet, Site or Services. Further whilst Biggreenbook uses reasonable efforts to ensure the security of the Site and Users' and Members' data, Biggreenbook shall not be liable for any direct, indirect, incidental or other loss or damages which result or may result from unauthorised third party access to the Site whether by hacking or otherwise.

21.7. Biggreenbook shall not be liable for orders for purchase of or Subscriptions to Services which are made via the Site but are not received by Biggreenbook for any reason, including but not limited to errors, disruption or downtime of Site which may, owing to corruption of data, lead to such orders/subscriptions being lost or which may lead to orders of/subscriptions to Services being submitted incomplete or with errors in which case such orders of/subscriptions to Services may need to be re-submitted.

22. Indemnity

22.1. You agree to indemnify (and to keep indemnified) on demand, defend and hold harmless Biggreenbook and its subsidiaries, affiliates, officers, directors, agents, and employees, from and against any claim, demand, liability, cost, damage or lost it may incur, including legal fees, made by any third party due to or arising out of your breach of these Terms and Conditions or the documents incorporated by reference, or your violation of any law or the rights of a third party.

23. No Agency

23.1. You agree that you and Biggreenbook are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions or by your purchase of any Services.

24. Notices

24.1. All notices required to be served on Biggreenbook shall be sent to the contact address stated in clause 1 or to the e-mail address of Biggreenbook as set out in clause 1 or as otherwise notified on the Site from time to time for such purpose.

24.2. All notices required to be served by Biggreenbook shall be posted on the Site to the extent that they relate to a non-Member User, or sent to the relevant contact email address supplied to Biggreenbook by the relevant Member or as notified by the relevant Member from time to time for such purpose.

25. Arbitration

25.1. Any dispute or claim arising out of or relating to these Terms and Conditions or Biggreenbooks Services shall be settled by an arbitration tribunal designated by Biggreenbook. The arbitration shall be conducted in the U.K., and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Biggreenbook.com may seek any interim or preliminary relief from a court of competent jurisdiction in the U.K. necessary to protect the rights or property of you or us pending the completion of arbitration.

26. Intellectual Property

26.1. You acknowledge that the ownership of any Intellectual Property Rights (including, for the avoidance of doubt, patents, copyright, rights in databases, trademarks and trade names whether registered or unregistered and subsisting anywhere in the World) in the Site belongs to Biggreenbook or its third party licensors. Accordingly, any part of this Site (including for the avoidance of doubt, its source HTML or any other code, RSS feeds, content within emails, downloadable files) may not be used, transferred, copied or reproduced in whole or in part in any manner including, for the avoidance of doubt, on any intranet or extranet or any other site or storage facility whether for storage or for others to view without the prior written consent of Biggreenbook, other than for the purposes of utilising this Site and the Services, meaning that you may only display it on your computer screen and print it out on your printer for the sole purpose of viewing its content in connection with the Services.

26.2. Subject to the terms and conditions herein, copyright and all other Intellectual Property Rights subsisting in each and every piece of information provided on the Site is owned by Biggreenbook or the third party providers of such information. You may use information retrieved from the Site only for the purposes of the Services.

26.3. Biggreenbook reserves the right in accordance with the licences granted under clause 16.3 and 17.6 and 26.5 to license and republish the material contributed by you.

26.4. No person other than the rightful owner or licensee of any Intellectual Property Rights may:

26.4.1. Distribute, modify, transmit, re-use, re-post, or use any or all of the information on this Site for any purpose other than as set out above nor for public or commercial purposes without Biggreenbooks or the relevant licensee's prior written permission;

26.4.2. Provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to the Biggreenbook Services without Biggreenbooks or the relevant licensee's prior written permission;

26.4.3. Display, publish, copy, print, post or otherwise use the Biggreenbook Services and the information contained therein for the benefit of any other website without Biggreenbooks or the relevant licensee's prior written permission;

26.4.4. Process or otherwise use the information contained on or within the Biggreenbook Services for any neither illegal or immoral purpose nor use or processes the same unfairly.

26.5. You agree and accept that Biggreenbook may publish or otherwise distribute Your Information and you therefore grant to Biggreenbook an irrevocable, perpetual, non-exclusive right and licence without any restriction as to field or purposes of use, to publish Your Information and all content contained therein on or within the Site, on any other media whatsoever and in its own advertising and promotion.

26.6. You therefore hereby undertake to Biggreenbook to indemnify and hold harmless Biggreenbook in full and defend at its own expense Biggreenbook against all claims, liabilities, costs and losses whatsoever and howsoever incurred by Biggreenbook its servants or nominees arising out of any claim made against it in any jurisdiction in the world for infringement of any Intellectual Property Rights of any third party caused by your use of the Site and your Information.

26.7. Biggreenbook, Biggreenbook.com, the Biggreenbook.com logo and the Biggreenbook logo are trade names or trademarks of Big Green Book UK Limited, the use of which is forbidden by any other persons without the express permission of Big Green Book UK Limited or Biggreenbook.com.

26.8. Biggreenbook makes no warranty or representation in respect of any other trade mark or trading name, symbol or device, all of which are hereby acknowledged. If you have any questions in relation to the use of any marks contained within the Biggreenbook Services please contact Big Green Book UK Limited at the contact address in clause 1.

27. Third Party Advertising and Links to Third Party Sites

27.1. There may be third party advertising posted on the Sites from time to time which may contain links to Third Party Sites. You acknowledge and accept that Biggreenbook does not exercise any review or editorial control over the content of such third party advertising whatsoever. Accordingly, Biggreenbooks liability and responsibility for the content of such third party advertising on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law.

27.2. Where Biggreenbook provides hyperlinks to a Third Party Site, Biggreenbook shall not take any responsibility for nor does it make any warranties, representations or undertakings about the content of such site and Biggreenbook does not endorse or approve the content of such Third Party Sites. If you decide to use any link to a Third Party Site you leave the Site and you do so at your own risk.

27.3. Links to Third Party Sites in the third party advertising or otherwise on the Site do not imply that:

27.3.1. Biggreenbook is affiliated or associated with the owners of such Third Party Sites;

27.3.2. Biggreenbook is legally authorised to use any trade mark, trade name, logo or copyright symbol displayed in or accessible through the Third Party Sites; or

27.3.3. Any linked Third Party Site is authorised to use any trade mark, trade name, logo or copyright of Biggreenbook.

28. Intellectual Property Infringement

28.1. Contributors might share messages and information that they have electronically copied from other sources. As there are many thousands of possible sources spread out across the Internet, ranging from newspapers to scientific journals to bulletin boards, it is impossible for Biggreenbook to know if a posting or other content contribution infringes a third party's Intellectual Property Rights and to what degree.

28.2. If you believe that your Intellectual Property Rights have been infringed, it is your obligation to notify Biggreenbook immediately. Biggreenbook accepts no liability for the infringement of any Intellectual Property Right or any infringement of a third party's Intellectual Property Rights by any of its Members though Biggreenbook will endeavour to protect any rights owner through reasonably appropriate action should any infringement come to light.

29. General

29.1. Assignment: Users and Members shall not be entitled to assign, transfer, charge or licence the whole or any part of its rights and/or obligations under these Terms and Conditions without the prior written consent of Biggreenbook.

29.2. Sub-contracting: Biggreenbook may engage any person, firm or company as its sub-contractor to perform any of its obligations.

29.3. Relationship: Nothing in these Terms and Conditions shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.

29.4. Entire agreement: Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Biggreenbook Site and Services. The User or Member as the case may be confirms that it has not relied upon any statement, representation or understanding that is not an express term and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently.

29.5. Waiver: No failure or delay exercise by any party in exercising any right, power or remedy under these Terms and Conditions will operate as a waiver of that or any other right, power or remedy nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.

29.6. Severance: To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and Conditions, it shall not affect the validity, lawfulness or enforceability of the remainder of these Terms and Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

29.7. Force Majeure: A party will not be liable for any failure/delay in performing its obligations under these Terms and Conditions to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party including acts of god, war, civil commotion or industrial dispute and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If consequently either party is prevented from performing its obligations for a period exceeding three (3) months then the other party may terminate these Terms and Conditions immediately on written notice.

29.8. Rights of Third Parties: Nothing in these Terms and Conditions shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to these Terms and Conditions.

29.9. Further Assurance: Each party shall at the cost and expense of the other party use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under these Terms and Conditions.

29.10. Miscellaneous: The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law. Any variation to this Agreement must be in writing and agreed by the parties. This Agreement may be executed in counterpart.

29.11. Governing Law: These Terms and Conditions shall be governed in all respects by English law as if the contract was wholly entered into and wholly performed within England. The parties hereby submit to the exclusive jurisdiction of the English courts.