Post a Job Vacancy Terms & Conditions
[Customer Company Name Limited], whose registered office is at [address…………………………………………………...],
Company Number: [ ]
Notices to be addressed to: [Name - Role]
Merlin Digital Consulting Ltd whose registered office is at 2 Adelaide Street, St Albans HERTS AL3 5BH United Kingdom trading as Camelot/The Camelot Network/The Camelot MarketPlace
Company Number: 10429034
Notices to be addressed to: David Clamp - Managing Director
email address: firstname.lastname@example.org.
Customer and Supplier enter into this agreement comprising this Statement of Work and the terms and conditions (the "Terms"), attached to it (the "Agreement") on [ ], which shall be the commencement date for the Services.
Camelot is a network of insurance industry professionals including independent consultants who have "been there and done it" as practitioners in the insurance space (rather than career consultants just advising other people). The network includes people from General Insurance/Personal Lines, Life and Pensions, Commercial/London Market, and also from technology, marketing, sales, data, and AI/machine learning. It includes a rich eclectic mix of very experienced people who have been active buyers of insurance solutions in the recent past and all of whom have many senior-level contacts throughout the insurance industry. More info here.
By signing this Statement of Work ("SOW"), the Customer is agreeing that the Supplier will provide certain services and deliverables as set out below (the “Services”).
Posting your vacancy on the Camelot Jobs Board
Core Services. This service allows the Customer the ability to post any job vacancies (each a “Vacancy Posting”) for full time roles or interim/consulting roles on the Camelot website jobs board at www.camelotmarketplace.com (the "Website Jobs Board") to be viewed and available to all of the Camelot network. Vacancy Postings will remain on the Website Jobs Board for a period of 2 months, unless otherwise agreed or they are removed by the Supplier as provided in the terms and conditions or at the request of the Customer (the “Posting Period”).
In this SOW and the Terms, persons submitting their details for a Vacancy Posting are referred to as “Applicants”.
Send the details of your role to email@example.com including:
Job Description – a description of the role.
Job Duration – permanent or for a fixed period, if fixed, what is the fixed period?
Any Job Location requirements?
Will the role be inside or outside IR35 (this can be confirmed later once the candidate is selected).
Job requirements - list the required skills for the role so relevant Applicants apply.
Required start date – when would you like the Applicant to start?
Post anonymously or with your company name?
Specific application form to complete or CVs to be submitted.
Contact details to which application forms/CV should be sent.
How often you wish to receive application forms, daily or weekly?.
In this SOW and the Terms, persons submitting their details for a Vacancy Posting are referred to as “Applicants”.
Note: that while the Camelot Marketplace does provide opportunities for Members of the Camelot Network to work together or collaborate on projects, the Camelot Marketplace is not and does to intend to be employment agency and does not provide or holds itself out as either providing work finding services to Members or as an employment business.
The fees for the provision of each Vacancy Posting is a fixed fee of £450 plus VAT (if applicable)
Professional Indemnity Insurance
The Supplier maintains Professional Indemnity Insurance with [name of the insurers] providing insurance cover for up to £2,000,000 in the aggregate where applicable for a series of claims arising from a related series of acts or omissions
Post a Job Vacancy Terms & Conditions
This document contains the terms of business (the "Terms of Business") under which Merlin Digital Consulting Limited, company number 10429034, trading as The Camelot MarketPlace (“we”, “us”, “our”) makes available The Camelot Marketplace service (the "Service") hosted at www.camelotmarketplace.com (the "Platform") available to members who subscribe to the Service (a "Member" or "you").
Members may register for the Service as a "Camelot Experts", where they have expertise in a particular field in the insurance sector, or as an Insurance and Risk Company, a Service Provider, a Corporate Partner or as InsurTech. In these Terms of Business Insurance and Risk Companies, Service Providers, Corporate Partners and InsurTechs are referred to as "Companies". Requirements for Camelot Experts and other categories of Members are set out here.
The Service allows members of the Camelot network who have registered as Members to see information about other Members and contact and engage with other registered Members via the Platform with a view to connecting the Insurance Industry.
Each Member will have a profile page (a "Profile") on the Platform where they can include information about their expertise and experience. You will be asked to select the relevant category when you register to use the Service.
Details of the Service and the annual subscription fee for the Service (the "Subscription Fee") are set out here. In these Terms of Business, the Subscription Fee and any other fees are together referred to as "Fees". As the Platform is developed over time, additional features will be added for which additional fees may be payable if a Member wishes to use those features of the Service. We will notify Members and update these Terms of Business as additional features are added to the Service and made available to Members.
To register and subscribe for the Service you must complete the online registration form, pay the Subscription Fee and accept these Terms of Business. These Terms of Business, and any documents or policies referred to in these Terms of Business (will form the agreement ("this Agreement") between you and us for use of the Service.
Please read these Terms of Business carefully before agreeing to them by clicking the "Accept" button and using the Service. If you have any questions about them or our relationship with you, please contact us at firstname.lastname@example.org.
By clicking the "I Accept" button and using the Service you are agreeing to these Terms of Business the terms of this Agreement between you and us.
If you do not accept these Terms of Business, please do not click the "I Accept" button and do no use the Service.
Your attention is drawn in particular to the provisions of clauses 14 (Limited Warranties and Disclaimers)and clause 15 (Limitations and Exclusions of Liability) below, which details our liability to you in respect of your subscription to, and use of the Service.
Your subscription to, and use of, the Service shall constitute your acceptance of these Terms of Business and this Agreement between you and us.
1. OWNERSHIP OF THE PLATFORM 1.1 The Platform is operated by Merlin Digital Consulting Limited, company number 10429034, whose registered office is at 2 Adelaide Street, St. Albans, AL3 5BH. [VAT Number: 10429034, trading as The Camelot MarketPlace. 1.2 Subject to the express provisions of these Terms of Business: 1.2.1 we, together with our licensors, own and control all the copyright and other intellectual property rights in Platform and the materials and content available on the Platform; and 1.2.2 all the copyright and other intellectual property rights in the Platform and the material and content on the Platform are reserved. 1.3 Our status as the owner and author of the materials on the Platform (or that of identified licensors, as appropriate) (other than Your Content as referred to in clause 9.1 below) must always be acknowledged. 1.4 You agree not to copy, modify rent, sell, publish, republish, share, broadcast, license, lease, transfer, assign, distribute, display, store, disclose, reverse engineer, decompile or disassemble, or otherwise commercially exploit any documentation, questionnaires, templates, legal documents or other materials we provide to you or make available on the Platform, except as expressly authorised by this Agreement. You shall not use the Platform or the materials on it to create any derivative works (except to the extent expressly permitted by us) or competitive products, or allow any third parties to access, use or benefit from the Platform or materials on it in any way. 1.5 This Agreement is supplied in the English language and all notices and communications between you and us (including documentation) shall be in English 1.6 This clause 1 shall survive the termination or expiry of this Agreement.
4. MEMBER PROFILES 4.1 Your subscription will entitle you to a single Profile. Any attempt by you to create any additional Profiles on the Platform will result in your subscription being terminated. 4.2 You are solely responsible for any information included in your Profile. You are responsible for ensuring that any information which you have provided to us is complete and accurate and will notify us immediately if there is any material change in any such information provided. By using the Service you agree to keep your Profile up to date. 4.3 We reserve the right, in our sole discretion to remove or suspend a Member's Profile at any time, if in our reasonable opinion, it fails to comply with applicable laws and regulations, the spirit of the Camelot Network as set out in the Camelot Charter, this Agreement, our policies or the public interest. 4.4 We will deactivate your Profile if your subscription to the Service expires, is terminated or suspended.
5. CONTACTING OTHER MEMBERS Members who make contact with other Members as a result of using the Service about working together may do so but we take no responsibility for any the accuracy of Profiles or any opportunities or contracts which result from contact made by the Platform. We do not carry out any checks or verification in respect of any opportunities which arise from use of the Platform by Members.
6. FEES AND PAYMENTS 6.1 The Subscription Fees for the Service as amended from time to time can be seen at [link]. Subscription Fees are not refundable, even if your subscription is suspended or terminated part way through a 12-month period. 6.2 Fees payable to us shall be paid to the bank account details specified at [link] and by BACS transfer or to such other bank account details as are specified in our invoice. 6.3 If you fail to pay any Fees due to us on the due date for payment, we may charge you interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 from time to time on all sums not paid by the due date both before and after judgment until, but excluding, the date of actual payment. All such interest shall accrue on a day-to-day basis and be calculated on the basis of a 365-day year and interest shall be compounded on a quarterly basis. 6.4 Fees are exclusive of VAT unless otherwise stated, which shall, where applicable, be charged in addition at the rate prevailing from time to time. 6.5 You are not permitted to set-off any payable by us to you against any Fees. 6.6 If we incur any costs or expenses (including third party fees and expenses) that we incur in enforcing any term of this Agreement, you agree to indemnify us for us costs and expenses upon our written demand. 6.7 This clause 6 shall survive the termination or expiry of this Agreement.
7. YOUR OBLIGATIONS 7.1 During the period of your subscription as a Member, you undertake and agree to: 7.1.1 act in good faith towards us and any other Members you have dealings with; 7.1.2 keep all information provided to us accurate and complete and update it promptly as required to make sure it is not misleading; 7.1.3 on request to provide us with ay information or documents that we request during your registration or at any other time during your subscription to the Service; 7.1.4 notify us as soon as reasonably practicable if you become aware that any information provided to us was unfair, inaccurate, misleading or requires updating; and 7.1.5 act in accordance with all applicable laws and regulations
8. CONFIDENTIALITY 8.1 Each Member agrees to keep confidential all information which is confidential in nature relating to the Service, the Platform another Member or us, its own or our business, suppliers, customers or clients ("Confidential Information"), except as expressly permitted by clause 8.2, clause 8.3 or clause 8.4. 8.2 Each Member (and its employees, subcontractors, agents and advisers) may make use of the other's Confidential Information as necessary for the purpose of making contact with each other via the Platform and fulfilling its respective obligations in relation to any contract between them but not for any other purposes. 8.3 We or any Member may disclose Confidential Information to the extent that this is required by order of a court, by law, by any governmental or other regulatory authority. 8.4 The provisions of this clause 8 shall not apply to any Confidential Information that: 8.4.1is or becomes publicly known (other than through any act or omission of the receiving party); or 8.4.2 the parties agree in writing is not confidential or may be disclosed. 8.5 This clause 8 shall survive the termination or expiry of this Agreement.
9. OUR RIGHTS TO USE YOUR CONTENT 9.1 In these Terms of Business , "Your Content" means all works and materials including your Profile (including, without limitation, text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or the Platform for storage or publication on, processing by, or transmission via, on the Platform. 9.2 You grant us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store and publish Your Content on the Platform and to sub-licence Your Content as necessary and in connection with the use and operation of the Platform and the Service. 9.3 You grant us the right to bring an action for infringement of the rights licensed to us under clause 9.2. 9.4 You hereby waive and agree that your employees, agents and representatives will waive all moral right in Your Content and warrant and represent that all moral rights in Your Content have been waived to the maximum extent permitted by applicable law. 9.5 You may edit Your Content to the extent permitted using the editing functionality made available on the Platform. 9.6 Without prejudice to our other rights under these Terms of Business, if you breach any provision of these Terms of Business in any way, or if we reasonably suspect that you have breached these Terms of Business in any way, we may delete, remove or edit any or all of Your Content.
10. RULES ABOUT YOUR CONTENT 10.1 You warrant and represent that Your Content will comply with these Terms of Business. 10.2 Your Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). 10.3 Your Content, and the use of Your Content by us in accordance with these Terms of Business, must not: 10.3.1 be libellous, maliciously false, offensive, obscene or indecent; 10.3.2 infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right; 10.3.3 infringe any right of confidence, right of privacy or right under data protection legislation; 10.3.4 constitute negligent advice or contain any negligent statement; 10.3.5 encourage or promote any criminal activity or be in contempt of any court or in breach of any court order; 10.3.6 be in breach of racial or religious hatred or discrimination legislation, be blasphemous, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; 10.3.7 be in breach of official secrets legislation; 10.3.8 be in breach of any contractual obligation owed to any person; 10.3.9 be untrue, false, inaccurate or misleading; 10.3.10 constitute spam; 10.3.11 cause annoyance, inconvenience or needless anxiety to any person. 10.4 Your Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet. 10.5 You must not use the Platform to link to any website or web page consisting of or containing material that would, were it posted on Platform, breach the provisions of these Terms of Business. 10.6 You must not submit to the Platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. 10.7 You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranty in this clause 10.
11. MISUSE OF THE PLATFORM 11.1 You must not: 11.1.1 use the Platform in any way or take any action that causes, or may cause, damage to the Platform or impairment of the performance, availability, accessibility, integrity or security of the Platform; 11.1.2 use the Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; 11.1.3 hack or otherwise tamper with the Platform or probe, scan or test the vulnerability of the Platform without our permission; 11.1.4 circumvent any authentication or security systems or processes on or relating to our Platform; 11.1.5 use our Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software; 11.1.6 impose an unreasonably large load on the Platform resources (including bandwidth, storage capacity and processing capacity); 11.1.7 conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Platform without our express written consent; 11.1.8use data collected from the Platform for any direct marketing activity (including without limitation email marketing, SMS marketing; or 11.1.9 use the Platform in any way, or for any purpose, that is unlawful or fraudulent. 11.2 We may remove any information from the Platform that we consider abusive, trolling, spam or otherwise inappropriate or in breach of these Terms of Business.
12. REPORT ABUSE 12.1 If you learn of any unlawful material or activity on the Platform, or any material or activity that breaches these Terms of Business, please let us know. 12.2 You can let us know about any such material or activity by email or by contacting us using the contact details in clause 30 below.
13. OUR RESPONSIBILITY TO MEMBERS 13.1 Our responsibilities and liability is only to Members and not to any other who uses the Service on their behalf and are limited as set out in these Terms of Business. 13.2 Members ( are solely responsible for the outcome of their use of the Service. We have no liability for any losses or damage caused by errors or omissions in any registration information, information contained in Profiles or other information posted by a Member on the Platform, including any failure by a Member to update or make changes to Profile information from time to time or anything done by us at a Member's request. 13.3 Neither we nor any of our directors, officers, employees or agents shall have any responsibility for any contacts made between Members and any agreements that that they subsequently enter into as a result of making contact with the Platform. You are responsible for any decisions and negotiations and the outcomes of any contact made by you with another Member and any resulting work carried out or any decision by you not to work with another Member or pursue an opportunity with them. 13.4 You acknowledge that: 13.4.1 we do not confirm that identity of users or Members, carry out any checks on them or otherwise vet them of their Profiles; 13.4.2 we do not check, audit or monitor the information contained in any Profiles or listing; 13.4.3 we are not a party to contract entered into by Members as a result of using the Platform; 13.4.4 we are not involved in any transaction between Members or arising via use of the Platform save that we facilitate the Service as a marketplace for Members to profile their skills and experience and make contact with each other where they think it appropriate to do so, and, accordingly, we will not be liable to any person in relation to any Profiles or negotiations or contracts entered into via the Service or use of the Platform and we are not responsible for the enforcement of any contractual obligations made via the Platform or the Service and we will have no obligation to mediate between the parties to a contract entered into as a result of use of the Platform. 13.5 You acknowledge that we do not provide advice or recommendations with respect to any aspect of any transactions or advice in relation to tax, accounting, regulatory or legal matters (including sanctions) and you should take separate advice as you consider necessary regarding such matters. 13.6 Each of the Member shall pay the costs and expenses incurred by it in connection with negotiating and entering into any agreement with any other Member via the Service or otherwise. 13.7 We shall use reasonable endeavours to make access to the Platform available, except for any period during which we are undertaking maintenance, updates or any other work to the Platform but are under no obligation to do so and we cannot warrant that your use will be error free or uninterrupted: please see clause 14 below. 13.8 The provisions of this clause 13 are subject to clause 14 (Limited Warranties and Disclaimers) and clause 15 (Limitation and Exclusion of Liability) and shall survive the termination or expiry of this Agreement
14. LIMITED WARRANTIES AND DISCLAIMERS 14.1 The Platform is provided to Members on an "as-is" basis. We do not warrant or represent: 14.1.1 the completeness or accuracy of the information published on the Platform; 14.1.2 that the material and Profiles on the Platform will be up to date; or 14.1.3 that any Member using the Platform will be an appropriate person you to work with; or 14.1.4 that the Platform will operate without fault, be error free or uninterrupted; or 14.1.5 that the Platform or the Service will remain available at all times. 14.2 Neither we, nor any of our directors, officers, employees or agents give any warranty as about and Member, their Profile or any claims made by any Member. 14.3 You acknowledge that: 14.3.1 we do not confirm that identity of users, Members , carry out any checks on them or otherwise vet them other than to check that they meet the eligibility requirements; 14.3.2 we do not check, audit or monitor the information contained in any Profiles. 14.3.3 we are not a party to contract entered into by Members as a result of using the Platform; 14.3.4 we are not involved in any transaction between Members in any way save that we facilitate a marketplace for Members to contact each other and list their skills and experience in their Profiles, and, accordingly, we will not be liable to any person in relation to any Profiles or opportunities which arise as a result of any contact made and we are not responsible for the enforcement of any contractual obligations arising out of a contact made via the Platform or the Service or by us directly and we will have no obligation to mediate between the parties to a contract entered into as a result of use of the Platform. 14.4 You acknowledge that we do not provide advice or recommendations with respect to any aspect of any transactions or advice in relation to tax, accounting, regulatory or legal matters (including sanctions) and you should take separate advice as you consider necessary regarding such matters. 14.5 Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into any agreement with any other Member. 14.6 We reserve the right to discontinue or alter any part of the Service, and to stop providing the Platform, at any time in our sole discretion without notice or explanation and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any Service or if we stop making the Platform available. 14.7 To the maximum extent permitted by applicable law, we exclude all representations and warranties relating to the subject matter of this Agreement, the Platform and the use of the Service. 14.8The provisions of this clause 14 are subject to clause 15 (Limitation and Exclusion of Liability) and survive the termination or expiry of this Agreement.
15. LIMITATIONS AND EXCLUSIONS OF LIABILITY 15.1 Nothing in this Agreement will: 15.1.1 limit or exclude any liability for death or personal injury resulting from negligence; 15.1.2 limit or exclude any liability for fraud or fraudulent misrepresentation; 15.1.3 limit any liabilities in any way that is not permitted under applicable law; or 15.1.4 exclude any liabilities that may not be excluded under applicable law. 15.2 The limitations and exclusions of liability set out in this clause 15 and elsewhere in this Agreement: 15.2.1 are subject to clause 15.1; and 15.2.2 govern all liabilities arising under these Terms of Business or relating to the Service and the Platform and Members use of it, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement. 15.3 We shall not be liable for any loss or damage or arising out of or in connection with any error or inaccuracy in information provided by any Member or other person using the Service or any misrepresentation or wilful misconduct or any other act of another person. 15.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 15.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or depletion of goodwill or wasted management time. 15.6 We will not be liable to you in respect of any loss or corruption of any data, database or software. 15.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage. 15.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability company; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the Platform or this Agreement (this will not limit or exclude our liability itself for the acts and omissions of our officers and employees where we are vicariously liable for such acts and/or omissions). 15.9 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the aggregate Fees paid by you to us in the period of 12 months prior to the date of the event giving rise to a claim.
16. INDEMNITY 16.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of the Platform or the Service or any breach by you of any provision of these Terms of Business and this Agreement. 16.2 The provisions of this clause 16 shall survive the expiry or termination of this Agreement.
17. SUSPENSION AND RESTRICTION OF SERVICE 17.1 If we decide to suspend and/or restrict your Account on the Platform 17.1.1 we will provide to you contemporaneous or prior written notice of the suspension and/or restriction with details of the reason for this; and 17.1.2 if you would like to contest the suspension and/or restriction, you may do so by writing to us using the contact details set out at clause 30 below. 17.1.3 Subject to the other provisions of this clause 17, if we decide to suspend and/or restrict your Account on our Platform, we may do so at any time in our sole discretion with or without notice to you. 17.1.4 Where we suspend or restrict access to our Platform and the Service, you must not take any action to circumvent such suspension or restriction.
18. TERMINATION 18.1 Either you or we may terminate this Agreement: 18.1.1 at the end of the Initial Term by providing one months’ prior written notice of renewal and you choose not to renew. 18.1.1 after the Initial Term on each anniversary of the Effective Date by providing three months’ prior written notice to expire on the anniversary of the Effective Date. 18.2 We may also terminate this Agreement with immediate effect by giving written notice to you if: 18.2.1 you fail to pay any Fees the on the due date for payment and remains in default not less than 14 days after being notified to make such payment; 18.2.2 you are in material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or 18.2.3 you become insolvent, an administrator, receiver or administrative receivers is appointed in relation to all or a substantial part of your business, you call a creditors' meeting, are unable to pay your debts as they fall due or cease to carry on your business or a substantial part of it or are subject to any analogous action in another jurisdiction. 18.3 You may terminate this Agreement by providing one months’ prior written notice to us where we have exercised our right to vary this Agreement in accordance with clause 20, and where you exercise this right in accordance with this clause 18.3, the variation of this Agreement shall not be effective during the notice period. 18.4 On termination of this Agreement for any reason: 18.4.1 all rights granted to you in respect of use of the Platform and the Service shall you shall immediately cease all use of the Platform and the Service; 18.4.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, shall not be affected; and 18.4.3 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. 18.5 The provisions of this clause 18 shall survive the expiry or termination of this Agreement.
19. FORCE MAJEURE 19.1 If any event beyond our control gives rise to a failure or delay in the provision of the Platform or Service, we shall have no liability to you, but we will inform Members of the period during which we estimate the Platform will not be available if this exceeds 48 hours . If the relevant event continues for a period in excess of 30days, you or we may terminate this Agreement on immediately on giving written notice to the other party.
20. VARIATIONS 20.1 We may revise these Terms of Business from time to time. 20.2 The revised Terms of Business shall apply to the use of the Platform and: 20.2.1 we will notify you in writing of any proposed changes in advance; 20.2.2 the date upon which the proposed changes will take effect will be specified in our notice to you, but will not be before the expiry of a period of 30 days following the date that we give you the notice; and 20.2.3 you will have the right to terminate this Agreement by giving to us written notice of termination before the expiry of the period specified above, in which case this Agreement will terminate upon the expiry of that period, but, notwithstanding the foregoing, we may vary these Terms of Business by giving to you written notice of variation if we are subject to a legal or regulatory obligation which requires us to change these Terms of Business in a manner that does not allow us to respect the notice period referred to above, or if we have exceptionally to change these terms and conditions to address an unforeseen and imminent danger related to defending Platform, the Service and Members from fraud, malware, spam, data breaches or other cybersecurity risks.
21. ASSIGNMENT 21.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under this Agreement. 21.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under this Agreement
22. SEVERABILITY 22.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. 22.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
23. NO PARTNERSHIP OR AGENCY Nothing in this Agreement is intended to, or shall operate to, create a partnership between the us and you or between any Members or to authorise either party to act as agent for the other or to allow us to act in the name of or on behalf of a Member or to bind a Member in any way.
24.NO WAIVER If we do not on you complying with any of these Terms of Business or we do not enforce its rights against you, or we delay in doing so, that does not mean we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, this will be in writing, and that will not mean that we will automatically waive any right related to any later default by you.
25. THIRD PARTY RIGHTS 25.1 A contract under these Terms of Business is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party, except that our officers and employees may enforce the provisions of clause 15.8.
26. NOTICES 26.1 Any reference to something being "in writing" in this Agreement, includes email. 26.2 Any notice or other communication given by one of us to the other under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or by email. 26.3 A notice or other communication is deemed to have been received: 26.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 26.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or 26.3.3 if sent by email, at 9.00 am the next working day after transmission. 26.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 26.5 The provisions of this clause 26 will not apply to the service of any proceedings or other documents in any legal action.
27. THIRD PARTY WEBSITES 27.1 The Platform may include hyperlinks to other websites owned and operated by Members and third parties; such hyperlinks are not recommendations. 27.2 We have no control over third party websites and their contents, and subject to clause 15 (Limitation and Exclusion of Liability) we accept no responsibility for them or for any loss or damage that may arise from your use of them.
28. ENTIRE AGREEMENT 28.1 This Agreement comprising these Terms of Business and the other documents and policies referred to in it constitutes the entire agreement between you and us in relation to your use of the Platform and shall supersede any previous agreements between the parties relating to use of the Platform. 28.2 Each of the parties to this Agreement acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
29. GOVERNING LAW 29.1 All of our activities are deemed to take place in England regardless of the location of users and Members of the Platform. 29.2 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 English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
30. OUR DETAILS AND HOW TO CONTACT US 30.1 You can contact us: 30.1.1 by post to 2 Adelaide Street, St. Albans, England, AL3 5BH; 30.1.2 using the contact form on the Platform; or 30.1.3 by email to: email@example.com. 30.2 If you are dissatisfied with any aspect of the Service, you may send a formal complaint using the following contact details: firstname.lastname@example.org