Interpretation
1.1
The definitions and rules of interpretation in this clause apply in these Conditions.
Annual Subscriber: where You make payment for Yepic Plus on an annual basis.
Authorised Users: Your employees or other individuals connected to You, who You authorise to use Yepic Plus and the Other Info, either as a Full Access Authorised User or a Restricted Access Authorised User.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably be considered to be confidential.
Contract: the contract between You and Us for the provision of access to Yepic Plus and the Other Info in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Effective Date: the date specified in clause 2.3.
Founders Club: the exclusive club available to Annual Subscribers which gives certain benefits to Users, as more particularly prescribed at yepic.com/plus
Full Access Authorised User: an Authorised User who will get full access to Yepic Plus via their User Subscription.
Initial Term: means:
(a) where You are an Annual Subscriber, a period of twelve (12) months from the Effective Date; and
b) where You are a Monthly Subscriber, a period of one (1) month from the Effective Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Monthly Subscriber: where You make payment for Yepic Plus on a monthly basis.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Other Info: the information made available to You by Us via yepic.com/plus or such other web address notified by Us to You from time to time, which sets out a description of Yepic Plus and the user instructions for Yepic Plus.
Renewal Term: means:
(a) where You are an Annual Subscriber, a period of twelve (12) months; and
(b) where You are a Monthly Subscriber, a period of one (1) month.
Subscription Fee: means:
(a) where You are an Annual Subscriber, £99.00 (inc VAT) per year for each User Subscription You purchase (subject to clause 9.2), payable in accordance with clause 9.1(b) or;
(b) where You are a Monthly Subscriber, £9.99 (Inc VAT) per month for each User Subscription You purchase (subject to clause 9.2), payable in accordance with clause 9.1(a).
Restricted Access Authorised User: an Authorised User who will get limited access to Yepic Plus via their User Subscription, the extent of such access being more particularly described in the Other Info.
Subscription Term: means the Initial Term and any subsequent Renewal Term.
User Data: the data (including but not limited to personal data) inputted by You, Authorised Users, or by Us on Your behalf for the purpose of using Yepic Plus or facilitating Your use of Yepic Plus.
User Default: the data inputted by You, Authorised Users, or by Us on Your behalf for the purpose of using Yepic Plus or facilitating Your use of Yepic Plus.
User Subscription(s): the licence(s) purchased by You which entitle You and (where applicable) Authorised Users to access and use Yepic Plus and the Other Info in accordance with these Conditions.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Yepic, We, Us or Our: Morpheus Limited T/A Yepic incorporated and registered in Jersey with company number 131355 whose registered office is at Ordnance House, 31 Pier Road, St Helier, Jersey, JE4 8PW, Channel Islands.
Yepic Plus: the online Yepic Plus application (as more particularly described in the Other Info) to which We provide access to You on a subscription basis via the App Store, Google Play, Our website and/or the Yepic Plus.
You, Your or User: the person or firm to whom We shall provide access to Yepic Plus and the Other Info.
1.2
Interpretation:
1.2.1 A reference to legislation or a legislative provision:
(a) is a reference to it as it is in force as at the Effective Date; and
(b) shall include all subordinate legislation made as at the Effective Date under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.
Basis of contract
2.1
These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. By using Yepic Plus, You are agreeing to be bound to these Conditions.
2.2
You may, at any time, apply to purchase User Subscriptions in order for You and/or Authorised Users to obtain access to Yepic Plus and the Other Info in accordance with these Conditions by:
(a) providing Us with Your mobile number which will be assigned to Your User Subscription;
(b) specifying whether You wish to purchase additional User Subscriptions on behalf of Authorised Users and, if so, You must:
(i) provide Us with the mobile numbers of such Authorised Users;
(ii) warrant that You have obtained all necessary consents from such Authorised Users in order for You to share their mobile numbers with Us; and
(iii) specify whether such Authorised Users will be Full Access Authorised Users or Restricted Access Authorised Users;
(c) providing Us with the credit or debit details which You will use to pay your Subscription Fee; and
(d) confirming whether You wish to be an Annual Subscriber or a Monthly Subscriber.
You are responsible for ensuring that the information You provide when subscribing to Yepic Plus is complete and accurate.
2.3
Your application to purchase User Subscriptions shall only be deemed to be accepted by Us when we issue written acceptance of the same, at which point and on which date the Contract shall come into existence (“Effective Date”).
2.4
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Where You purchase User Subscriptions for Yepic Plus via Google Play or the App Store, the Google Play rules and policies and Apple App Store rules and policies may also apply to the Contract.
Access to YEPIC Plus
3.1
We shall, during the Subscription Term, provide access to Yepic Plus and make the Other Info available to You and any Authorised Users on and subject to the terms of these Conditions.
3.2
Where You purchase a User Subscription as an Annual Subscriber, We will grant You access to the Founders Club.
3.3
We shall use commercially reasonable endeavours to make Yepic Plus available to You, except for:
3.3.1 planned maintenance;
3.3.2 any unscheduled maintenance or downtime caused by AWS or any other third parties on whom We are reliant in order to provide Yepic Plus; and
3.3.3 unscheduled maintenance performed outside Normal Business Hours, provided that We have used reasonable endeavours to give You notice in advance.
Authorised users & use of YEPIC Plus
4.1
Subject to the restrictions set out in this clause 4 and the rest of these Conditions, We hereby grant to You and any Authorised Users a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use Yepic Plus and the Other Info during the Subscription Term solely for Your internal business operations.
4.2
In relation to the Authorised Users, You undertake that:
4.2.1 the Authorised Users that You authorise to access and use Yepic Plus and the Other Info shall be the only individuals to whom You grant the ability to access and use Yepic Plus under the Contract;
4.2.2 You will not allow or suffer any User Subscription to be used by any individual other than the individual Authorised User for whom You have purchased that User Subscription;
4.2.3 You shall permit Us to audit Yours and Your Authorised Users’ use of Yepic Plus to verify that Your use of Yepic Plus and the use of Yepic Plus by your Authorised Users does not in any way breach these Conditions;
4.2.4 each Authorised User shall keep a secure password for their use of Yepic Plus and Other Info and that each Authorised User shall keep their password confidential;
4.2.5 if the audit referred to in clause 4.2.3 reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to Our other rights, You shall promptly disable such passwords and We shall not issue any new passwords to any such individual; and
4.2.6 You shall comply with and shall ensure that any Authorised Users comply with the Yepic Terms of Service in respect of Your and their use of Yepic Plus as if any reference to “Yepic” in the Yepic Terms of Service also included a reference to Yepic Plus.
4.3
We reserve the right, without liability or prejudice to Our other rights to You, to disable Your access to Yepic Plus as a result of Your or Your Authorised Users’ breach of the provisions of these Conditions or the Yepic Terms of Service. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Yepic Plus and/or the Other Info and, in the event of any such unauthorised access or use, promptly notify Us.
4.4
You must notify Us immediately if:
4.4.1 You wish to purchase additional User Subscriptions so that additional Authorised Users may have access to Yepic Plus; and/or
4.4.2 You wish to change the mobile number associated with one or more of the User Subscriptions for Your Authorised Users, in which case you must provide Us with the mobile numbers of those Authorised Users who you no longer wish to have access to Yepic Plus.
4.5
If You notify Us in accordance with clause 4.4.1 or clause 4.4.2:
4.5.1 this will be treated as an application by You to purchase new User Subscriptions in accordance with clause 2.2; and
4.5.2 if We issue written acceptance of the same in accordance with clause 2.3, then a separate Contract shall come into existence between You and Us in respect of such User Subscriptions, and such Contract may have a separate Subscription Term and separate Subscription Fee to those in your original Contract with Us.
4.6
The rights provided under this clause 4 are granted to You only.
Data protection
5.1
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Legislation.
5.2
The parties have determined that, for the purposes of the Data Protection Legislation, We shall act as controller of the personal data which You and any Authorised Users discloses to Us or makes available to Us through the use of Yepic Plus and/or the Other Info.
5.3
Should the determination in clause 5.2 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 5.
5.4
You consent to, (and shall procure all required consents from any Authorised Users in respect of) all actions taken by Us in connection with the processing of personal data under this Contract (including but not limited to using data analytics to study how You and any Authorised Users use the Yepic Plus), provided these are in compliance with Our privacy policy available at www.yepic.com/privacy (”Privacy Policy”). In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Conditions, the Privacy Policy will take precedence.
5.5
Without prejudice toclause 5.1, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of anypersonal data to Us and lawful collection of the same by Usfor the duration and purposes of this Contract.
5.6
You provide Your prior, general authorisation for Us to:
5.6.1 appoint processors to process Yours and any Authorised Users’ personal data, provided that We shall:
(a) ensure that the terms on which We appoint such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Us in this clause 5; and
(b) remain responsible for the acts and omission of any such processor as if they were Our own acts and omissions;
5.6.2 transfer the personal data outside of the UK as required to process the personal data in accordance with Our Privacy Policy, provided that We shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, You shall promptly comply with any reasonable request from Us, including any request to enter into standard data protection clauses adopted or adopted by the relevant supervisory authority from time to time.
Third party providers
6.1
You acknowledge that Yepic Plus may enable or assist You to access the website content of, correspond with, and purchase products and services from, third parties (including but not limited to other clients of Ours which have access to Yepic Plus) via third-party websites and that You do so solely at Your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Us. We recommend that You refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party websites nor the content of any of the third-party websites made available via Yepic Plus.
Our obligations
7.1
We undertake that Yepic Plus will be made available and function substantially in accordance with the Other Info and with reasonable skill and care.
7.2
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of Yepic Plus contrary to Our instructions, or modification or alteration of Yepic Plus by any party other than Us or Our duly authorised contractors or agents. If Yepic Plus does not conform with the foregoing undertaking, We will, at Our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3
We:
7.3.1 do not warrant that:
(a) Your use of Yepic Plus will be uninterrupted or error-free;
(b) Yepic Plus, Other Info and/or the information obtained by You through Yepic Plus will meet Your requirements; or
(c) Yepic Plus will be free from Vulnerabilities or Viruses;
7.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that Yepic Plus and Other Info may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4
The Contract shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.
7.5
We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under these Conditions.
7.6
We shall follow Our archiving procedures for User Data, a summary of which We shall provide to You upon request. In the event of any loss or damage to User Data, Your sole and exclusive remedy against Us shall be for Us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Us in accordance with Our archiving procedures. We shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Us to perform services related to User Data maintenance and back-up for which We shall remain fully liable).
7.7
If the performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You (and/or any of Your Authorised Users) (“User Default”) We shall:
7.7.1 not be in breach of the Contract;
7.7.2 not be responsible for any injury, loss, damage, cost or expense suffered by You and/or any Authorised User if and to the extent that it is caused by such User Default;
7.7.3 be entitled to an extension of any affected time for performance of Our relevant obligations under the Contract; and
7.7.4 be entitled to charge for any additional charges, expenses and costs arising from such User Default and You shall compensate Us for the same.
Your obligations
8.1
You shall:
8.1.1 provide Us with:
(a) all necessary co-operation in relation to the Contract; and
(b) all necessary access to such information as may be required by Us;
in order to provide access to Yepic Plus, including but not limited to User Data;
8.1.2 without affecting Your other obligations under the Contract, comply with all applicable laws and regulations with respect to Your activities under the Contract;
8.1.3 carry out all of Your responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the Authorised Users use Yepic Plus and the Other Info in accordance with the Contract and shall be responsible for any Authorised User's breach of the Contract;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under the Contract, including without limitation the provision of access to Yepic Plus;
8.1.6 ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
8.2
You shall own all right, title and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.
Charges and payment
9.1
You shall pay the Subscription Fee in accordance with this clause 9. The Subscription Fee is payable:
(a) where You are a Monthly Subscriber, on the Effective Date and (subject to clause 14.1) on a monthly basis thereafter at the commencement of each applicable Renewal Term; or
(b) where You are an Annual Subscriber, on the Effective Date and on each anniversary of the Effective Date thereafter.
9.2
For the avoidance of doubt, no Subscription Fee is payable in respect of a User Subscription for a Restricted Access Authorised User.
9.3
Where You purchase User Subscriptions via Our website, You shall make payment for the Subscription Fees via Stripe. Where You purchase User Subscriptions via the App Store or Google Play, You shall make payment for the Subscription Fees via any of the payment methods permitted on the App Store or Google Play (as applicable). You warrant and undertake that any credit or debit card You use to make such payment:
(a) is registered to Your name and address and contain sufficient credit facilities or funds to cover the Subscription Fee; and
(b) shall not expire during the Subscription Term.
9.4
By providing Your credit or debit card details to Us, You authorise Us to immediately bill such credit or debit card for the Subscription Fee payable in respect of the Subscription Term and until the Contract is terminated in accordance with these Conditions.
9.5
If We have not received payment within two (2) days of the relevant due date after receiving notice to do so by Us, then without prejudice to any other rights and remedies We have, We may, without liability to You, disable Yours and Your Authorised Users’ passwords, accounts and access to all or part of Yepic Plus and We shall be under no obligation to provide access to any or all of Yepic Plus while any payments concerned remain unpaid.
9.6
All amounts and fees stated or referred to in these Conditions:
9.6.1 shall be payable in pounds sterling;
9.6.2 are non-cancellable and non-refundable (subject to the provisions of the Google Play rules and policies and Apple App Store rules and policies where you purchase User Subscriptions via Google Play or the App Store (as applicable)); and
9.6.3 are exclusive of value added tax.
9.7
We shall be entitled to increase the Subscription Fee at any stage during the Subscription Term with fourteen (14) days' prior notice to You, such increase to take effect at the start of the next Renewal Term.
Proprietary rights
10.1
You acknowledge and agree that We and/or Our licensors own all Intellectual Property Rights in Yepic Plus and the Other Info. Except as expressly stated herein, the Contract does not grant You any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of Yepic Plus or the Other Info.
10.2
We confirm that We have all the rights in relation to Yepic Plus and the Other Info that are necessary to grant all the rights We purports to grant under, and in accordance with, the terms of the Contract.
Confidentiality
11.1
Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2
Each party may disclose the other party's confidential information:
11.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3
Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Indemnity
12.1
You shall defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of Yepic Plus and/or Other Info, provided that:
12.1.1 You are given prompt notice of any such claim;
12.1.2 We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
12.1.3 You are given sole authority to defend or settle the claim.
12.2
We shall defend You, Your officers, directors and employees (where applicable) against any claim that Your use of Yepic Plus or Other Info in accordance with the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
12.2.1 We are given prompt notice of any such claim;
12.2.2 You provide reasonable co-operation to Us in the defence and settlement of such claim; and
12.2.3 We are given sole authority to defend or settle the claim.
12.3
In the defence or settlement of any claim, We may procure the right for You to continue using Yepic Plus, replace or modify Yepic Plus so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on written notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
12.4
In no event shall We, or Our employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
12.4.1 a modification of Yepic Plus or the Other Info by anyone other than Us; or
12.4.2 Your use of Yepic Plus or Other Info in a manner contrary to the instructions given to You by Us; or
12.4.3 Your use of Yepic Plus or the Other Info after notice of the alleged or actual infringement from Us or any appropriate authority.
12.5
The foregoing and clause 13.3.2 states Your sole and exclusive rights and remedies, and Our (including Our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
13.1
Except as expressly and specifically provided in the Contract:
13.1.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
13.1.2 Yepic Plus and the Other Info is provided to You on an "as is" basis.
13.2
Nothing in the Contract excludes Our liability:
13.2.1 for death or personal injury caused by Our negligence; or
13.2.2 for fraud or fraudulent misrepresentation.
13.3
Subject to clause 13.1 and clause 13.2:
13.3.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
13.3.2 Our total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Subscription Fee paid by You during the twelve (12) months immediately preceding the date on which the claim arose.
Term and termination
14.1
Whether You are an Annual Subscriber, or a Monthly Subscriber this Contract shall, unless otherwise terminated as provided in this clause 14 or otherwise under these Conditions, commence on the Effective Date and shall continue for the Initial Term and shall automatically extend for a Renewal Term at the end of the Initial Term unless:
14.1.1 We terminate the Contract on written notice to You at any time, in which case the Contract shall terminate at the end of the month in which such notice was served; or
14.1.2 either party terminates the Contract on written notice to the other party at any time prior to the expiry of the Initial Term or any subsequent Renewal Term, in which case the Contract shall terminate upon the expiry of the Initial Term or applicable Renewable Term.
14.2
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
14.2.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than two (2) days after being notified in writing to make such payment;
14.2.2 the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
14.2.3 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
14.2.4 the other party suspends, threatens to suspend, cease or threatens to cease to carry on all or a substantial part of its business; or
14.2.5 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
14.3
We will notify You no later than one (1) month before the expiry of the Subscription Term that Your Subscription Term is due to expire shortly.
14.4
On termination of the Contract for any reason:
14.4.1 all licences granted under the Contract shall immediately terminate and You and any Authorised Users shall immediately cease all use of Yepic Plus and/or the Other Info;
14.4.2 each party shall return and make no further use of any equipment, property, Other Info and other items (and all copies of them) belonging to the other party;
14.4.3 We may destroy or otherwise dispose of any of the personal data in Our possession unless We receive, no later than ten (10) days after the effective date of the termination of the Contract, a written request for the delivery to You of the then most recent back-up of such personal data. We shall use reasonable commercial endeavours to deliver the back-up to You within thirty (30) days of Our receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of such personal data; and
14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure
15.1
We shall have no liability to You under the Contract if We are prevented from or delayed in performing Our obligations under the Contract, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, flood, drought, earthquake or other natural disaster, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Other terms
16.1
Variation: We reserve the right to amend these Conditions, from time to time, on written notice to you by updating Our website.
16.2
Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.3
Rights and Remedies: Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
16.4
Severance:
16.4.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
16.4.2 If any provision or part-provision of the Contract is deemed deleted under clause 16.4.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.5
Entire Agreement:
16.5.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.5.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.5.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.6
Assignment & Other Dealings:
16.6.1 You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under the Contract.
16.6.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under the Contract.
16.7
No Partnership or Agency: Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.8
Third Party Rights: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.9
Notices:
16.9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered:
(a) by hand or by pre-paid first-class post or other next working day delivery service at, in the case of Us, Our registered address and, in the case of You, Your address; or
(b) by email to, in the case of Us, privacyandterms@morpheushq.com and, in the case of You, the email address you provide to us when registering for your Yepic account.
16.9.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
16.9.3 This clause 16.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
16.10
Governing Law & Jurisdiction: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
