Radius Tech Fashion Services Ltd
Placemaking AI
Acceptance
These are the terms and conditions upon which Radius Tech Fashion Services Ltd t/a Placemaking AI provides its platform to its clients. If you want to make use of the platform, you must sign the Proposal to which these Conditions are appended where indicated to show your acceptance of these Conditions.
1. Interpretation
1.1 It makes things a lot easier if we define at the outset what certain words will mean when we use them in these terms and conditions. That means, for the words listed below, from this point on when you see them used in this document With Apparently Inappropriate Use of Capital Letters, the words will have the meanings you see in this section of our terms and conditions.
| Conditions | means these Terms of Business that you are reading now, including the section at the top titled “Acceptance”. Please bear in mind that we may change these Conditions from time to time and if we do, we will let you know and the new version of the Conditions will apply to the Contract we have with you from that moment onwards. |
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| Contract | means the contract we have with you that is subject to these Conditions and which together we have created through the process of your submission of an Order and our acceptance of that Order. |
| Placemaking AI | means the product provided by us, Radius Tech Fashion Services Ltd, a company incorporated in England and Wales under registration number 11219399 and whose registered office is located at Kemp House, 152 City Road, London, England, EC1V 2NX. When we use words like “we”, “us” and “our” in these Conditions, it is to Radius Tech Fashion Services Ltd that we refer. |
| Client | means you, the organisation that is engaging our Services and which is named in the Order or, depending on the context, other organisations doing likewise. When we make use of terms like “you” and “yours” in these Conditions then, unless we specifically say otherwise, we mean you, our Client. |
| Additional Services | means services such as training or technical support that you may ask us to supply in addition to the Services. |
| Authorised Users | means the individuals named as operating the Services on your behalf, whether employed by you or not and whose details are provided by you via the Dashboard from time to time. |
| Business Day | means Monday to Friday (inclusive) excluding public holidays in England. |
| Commencement Date | means the date that your Order is accepted by us. This is the date upon which these Conditions will come into effect and the date upon which we will start to supply our Services to you. |
| Content | means data you provide in using the Services. |
| Credentials | means the Operator name and password set up for or by the Operator who will be using the Platform on your behalf and who will only be able to access the Platform by using Credentials that are current. |
| Credits | means volume-based Fees specified in the Proposal or subsequently purchased by you, which you will purchase in order to access Platform features including, but not limited to, the generation of reports, creation of insights and data analysis. |
| Data | means the information that is accessed by Authorised Users via the Services. |
| Fees | means the charges (if any) that you pay to us for use of the Services. These charges are set out in detail in the Proposal and are subject to change at the end of the Initial Period and any subsequent Renewal Period. We shall inform you of the revised Fees for any forthcoming Renewal Period not less than forty Business Days before the start of that Renewal Period. Unless otherwise stated, the Fees exclude value added tax (or any other applicable sales tax), which will be charged in addition at the applicable rate from time to time. |
| Initial Period | means a period of twelve calendar months starting on and including the Commencement Date. |
| Intellectual Property Rights | means all those intangible things that can be owned and controlled notwithstanding the fact that they are not physical. This includes things like copyright, trade marks, domain names, database right and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist at the Commencement Date or come into existence some time later. This term also includes applications for registered Intellectual Property Rights that are pending as at the Commencement Date and Intellectual Property Rights whose term of protection has been renewed or extended somehow. |
| Platform | means the software platform known as ‘Placemaking AI’ that we own and operate and which we will be make available to you as a service via the internet under the Contract. |
| Proposal | means the document setting out the specific terms of the Contract, to which these Conditions are appended. |
| Renewal Period | means subsequent twelve-periods following the Initial Period. |
| Security Policy | means any policy that we might adopt from time to time to ensure the safety and our security, your security and that of your Authorised Users and our other clients, as amended from time to time and which, when in in force, will be available for inspection on the Website. |
| Services | means the commercial services that we offer to our clients and which are set out in detail in the Proposal. |
| User Subscriptions | means the user subscriptions that you purchase from time to time pursuant to clause 3 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement; |
| Term | means the duration of the Contract, from the Commencement Date until the Termination Date. |
| Termination Date | means the effective date that this Contract is terminated. |
| Website | means the website hosted at an IP address corresponding to the URL http://www.placemaking.ai. |
1.2 When you see the words “includes” or “including” used in these Conditions, it means without limitation to what then follows.
1.3 When we refer to legislation, we are also referring to all subordinate legislation (rules and regulations) that are set down under or pursuant to that legislation. Those references also include instances where the original legislation we refer to is replaced by new legislation that does the job of the legislation to which we referred.
1.4 When we refer to something being “in writing” or “written”, this includes emails or other forms of electronic communication, including messages sent to your account or notifications sent to you via any App that you might be using.
2. Service
2.1 Subject to your payment of the Fees, we grant you the right to make use of the Platform and our Services in accordance with these Conditions.
2.2 You may decide to set up Authorised Users who are not actually employed by you but who are operating on your behalf. In such a situation, you remain liable for the acts and omissions of your Authorised Users as if they were your own employees and you will remove their Credentials as soon as they cease to act on your behalf. You will set up no more Authorised Users than the number of User Subscriptions that you purchase from time to time. You will maintain a written list of Authorised Users and keep it up to date. You will provide that list to us within five Business Days of our written request for the same.
2.3 We will provide the Platform and the Services to you in accordance with these Conditions provided that you have paid the Fees when they were due and that you have complied with your obligations under the Conditions.
2.4 We hereby grant you a non-exclusive, non-transferable licence during the Term to use the Platform in accordance with these Conditions and for no other purpose whatsoever.
3. Fees and Payment
3.1 In consideration of our supply of the Services, you will pay Fees to us in order to purchase Credits and Projects. The Fees that we charge for Credits and Projects and your initial purchase of Credits and Projects are specified in the Proposal. Thereafter, you may purchase further Credits and Projects upon written request to us. Whether we accept your request is at our discretion but if we do, we will issue an invoice to you and you shall pay the Fees accounted for in that invoice within twenty Business Days of the invoice date.
3.2 Unless we, at our discretion, determine to the contrary, Credits and/or Projects will not activate until you have paid the Fees due in respect of them. You will pay the fees in pounds sterling. If you do not, the exchange rate applied will be the rate applied by our bank when processing the transaction and the amount you pay in your local currency will be whatever is necessary to leave us with full settlement of the Fees due after application of that exchange rate together with whatever administrative fees and commission as might apply. If it is not, we may choose not to activate the Fees and/or Projects entirely or at all (or suspend them if they have already commenced) until you have settled the shortfall.
3.3 Unless we agree in writing to the contrary, Credits and Projects are valid during the Term only and shall not roll over to any subsequent Term.
3.4 If, at your request, we provide any Additional Services that are not specified as included within the Fees charged for the Credits and/or Projects, we will charge you Fees for those additional Services at our current rates, which will invoice to you and you will settle within twenty Business Days of the date of that invoice.
3.5 We reserve the right to suspend your access to the Platform and your use of the Services if you do not pay the Fees when they are due. We may, at our discretion, suspend the provision of the Services to you temporarily for the duration of any period in which the payment of Fees is overdue and we will not be obliged to repay any portion of the Fees paid in advance or to reduce the Fees chargeable for any period during which the Service has been suspended. We may terminate the Contract and delete your Account if you fail to pay the Fees when they are due three or more times during the Term or you fail to settle any individual invoice within sixty Business Days of the date of that invoice.
3.6 If you fail to settle any invoice when due, we may pursue you for the recovery of that debt and if we do, we shall charge in addition interest on that debt at 8% above the Official Bank Rate of the Bank of England, together with any administrative fees permissible under the Late Payment of Commercial Debts (Interest) Act 1998. The interest chargeable will accrue on a daily basis from the date upon which payment was due until the date upon which payment is made, whether that is before or after judgment is given.
4. Security
4.1 You agree to take all measures necessary to ensure that you comply with any Security Policy that we have in place and you will ensure that your Authorised Users do likewise, providing them at your expense with any training that is necessary for the purpose. In particular, you will ensure that all Credentials are stored securely and that passwords chosen are sufficiently strong to withstand social hacking techniques.
4.2 You will co-operate with any investigation relating to security that is carried out either by us or by some third party authorised to do so either by us or under applicable law.
4.3 In addition and without prejudice to any Security Policy that we may have in place from time to time, if we become aware that you are making deliberate use of the Services for any purpose that endangers the privacy, security or safety of our clients and their users, we may, at our discretion, suspend the delivery of the Services or terminate the Contract with immediate effect and without notice.
4.4 You will remain alert to breaches of our Security Policy and you shall inform us if you become aware of the same. If you become aware of any issue not covered by our Security Policy but which presents a clear danger, you agree to inform us of that issue immediately.
5. Your Undertakings
5.1 This Clause sets out the various promises you make when forming this contract with us and defines your obligations under these Conditions. You will:
5.1.1 not attempt to copy, replicate or reproduce the Platform or the Services or to create derivative works from them or to republish, download, display, transmit or distribute any portion of the Platform in any form or media or by any means howsoever nor will you access the Platform or the Services or any part of either in order to build a product or service that competes with the Services and the Platform whether during the Term or for a period of one calendar year from the Termination Date, howsoever arising.
5.1.2 set up as Authorised Users only those individuals with whom you have a contractual arrangement (whether as employees, agents, self-employed contractors or employees of contractors).
5.1.3 not remove, suppress or modify (or attempt to any of those things) any proprietary markings including any trade marks or legal notices concerning the ownership of Intellectual Property Rights that appear on the Website or the Platform. You also agree not to create any material adjacent to the Platform for the purpose of promoting your deployment of the Services that might cause confusion as to the ownership of the Platform or that might affect the distinctiveness of our trade marks, trade dress or other indicia, whatever that might be.
5.1.4 be solely responsible for providing and maintaining any equipment or network connectivity that you use in accessing the Services. You acknowledge that we will not be liable for your failure to access the Services where that failure can be attributed in whole or in part to any hardware failure that is not within our ownership or control.
5.1.5 also be solely responsible for your Content and you accept that it is your responsibility to check that such Content is accurate and any calculations performed are correct. You will ensure that it complies with clause 5.2 of these Conditions and that such Content is accurate and free from viruses or other malware. You are responsible for backing up your Content and for maintaining procedures that will enable you to reconstruct Content that is lost and you acknowledge and accept that we will not be liable under any circumstances for loss or damage you suffer following the loss or corruption of Content that could have been recovered or reconstructed had you had appropriate procedures in place.
5.1.6 not resell, remarket or otherwise distribute the Services or any part of them.
5.1.7 at your own cost, obtain and maintain all necessary permissions, consents and licences to enable your Authorised Users to use the Services in the countries from which they seek to access the Platform.
5.1.8 at your own cost, comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation and be responsible for obtaining all regulatory approvals (or relief from the need for regulatory approval) in all relevant jurisdictions that may relate to your use of the Services and access to the Platform.
5.1.9 not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform.
5.1.10 only use the Platform and Services for its intended purposes as described on the Website.
5.2 You warrant that your Content will not infringe the Intellectual Property Rights of any third party, nor will that Content contain anything that is offensive, obscene, abusive, libellous, false, deliberately misleading, or is otherwise illegal, nor will you make use of the Services for the distribution of unsolicited commercial mailings (otherwise known as ‘spam’). In order to mitigate the damage done by the posting of any such Content (whether such Content has been posted deliberately or accidentally) we shall, as soon as we become aware that there may be an issue, immediately suspend the Content in question while we investigate. We may also, in more serious cases, at our discretion suspend your access to the Services or even terminate this Contract.
6. Data Processing
6.1 Our approach to the processing of “Personal Data”, as defined in the Data Protection Act 2018 (“DPA”) and the General Data Protection Regulation (EU) 2016/679) (“GDPR”) relating to all individuals who access our Services is set out in our Privacy Policy. We will never provide you with any data from which you will identify an individual who is not otherwise known to you. All data to which you may have access (aside from data related to individuals using the Platform) will be aggregated and anonymised. However, Content that you create, such as details relating to the identities of your Authorised Users, may contain Personal Data and we will process that Personal Data in accordance with this clause.
6.2 We will:
6.2.1 only process Personal Data and other information supplied by you solely to provide the Services under these Conditions and in accordance with your lawful and reasonable written instructions;
6.2.2 comply with our obligations under the DPA and the GDPR (as applicable) concerning the implementation of all appropriate organisation and technical security measures to safeguard the Personal Data supplied by you;
6.2.3 not disclose the Personal Data or other information supplied by you to any third party other than on your written instructions, as provided for within our Privacy Policy or as required by law;
6.2.4 maintain suitable electronic back-up facilities for the Personal Data you provide at no cost to you; and
6.2.5 immediately forward to you communications from “Data Subjects” (as defined in the DPA and the GDPR), regulatory bodies and other third parties concerning the Personal Data that you have supplied and not respond to or act on such communications without your prior agreement.
6.3 The DPA and the GDPR offer a number of rights to Data Subjects which are outlined in detail in our Privacy Policy. As outlined in clause 6.2.5 we will, where permitted by law, inform you of any request made by a Data Subject in relation to their Personal Data held by us. All requests will be handled in accordance with our Privacy Policy and our internal data protection policies.
7. Term & Termination
7.1 This Contract will commence on the Commencement Data and will continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive Renewal Periods unless:
7.1.1 either of us notifies the other of termination, in writing, at least thirty Business Days before the end of the Initial Term or any Renewal Period (as applicable), in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
7.1.2 otherwise terminated in accordance with these Conditions.
7.2 We may terminate the Contract if you are in material persistent breach of your obligations under these Conditions and either that breach or those breaches are not capable of remedy or, if they are capable of remedy, you have failed to remedy that breach within twenty-one days of our notifying you of the same.
7.4 We may terminate the Contract if you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986 or you become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise that for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally of anything analogous to any of the above occurs in any applicable jurisdiction within which you operate.
7.5 We may terminate the Contract if you use the Platform to post Content that breaches clause 5.2 of these Conditions, you fail to comply with your undertakings at clause 5.1 or you breach clauses 4 or 8.3.
7.6 We will delete your Content following termination, however it comes about and all licences granted to you under the Contract shall terminate on the Termination Date. You will remain liable for any and all sums accrued and which are due prior to, on or after the effective date of termination.
8. Intellectual Property Rights
8.1 You warrant that all Intellectual Property Rights in the Content belong to you or your Authorised Users or Users, as the case may be or that you (or they) have permission from those that do own the Intellectual Property Rights in that Content to use those Intellectual Property Rights for the purpose of our delivery of the Services.
8.2 You hereby grant to us a non-exclusive licence to use, edit, create databases from, copy and store all Content posted to the Platform both during the Term and following the Termination Date.
8.3 Save for the Content, you acknowledge that all Intellectual Property Rights in the Services including the Data, Platform and Website are and shall at all times belong to us or our licensors. No rights to or property in the Services or any of these things shall pass to you and you are not permitted to modify, adapt or create derivative works from the Services or any part of them. We grant to you a licence to use the Platform during the Term only to the extent required to enable you to benefit from the Services according to these Conditions and we warrant that we are entitled to grant that access. In particular, you may not re-sell or distribute the Data or access to the Services to third parties or to use any of the same to compete with us in any way.
8.4 If any action or proceeding is brought by a third party
(a) against you in respect of any alleged infringement of any Intellectual Property Right arising as a result of your use of the Services, or
(b) against us in respect of any alleged infringement or any Intellectual Property Right in respect of your Content or your use of our Services,
then the threatened party shall be indemnified by the other party from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against the threatened party as a result of or in connection with such claims of infringement provided that:
8.4.1 the indemnified party shall notify the indemnifying party in writing of any such allegation or claim within seven days of becoming aware of the same;
8.4.2 the indemnified party shall make no verbal or written admission relating to the claim without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed; and
8.4.3 the indemnifying party (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the indemnified party shall at the other party's expense give to the other party (or any person nominated by it) such reasonable assistance in connection therewith as the indemnifying party from time to time may reasonably request.
8.5 The exclusions and limitations under condition 10 shall not apply to the indemnity under condition 8.4.
8.6 In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the delivery of the Services or the use of the Platform, we may:
8.6.1 obtain the right for you to continue using the Services and/or Platform in the manner permitted under these Conditions; or
8.6.2 modify the Content, Data, Services and/or Platform so as to avoid the alleged infringement provided that such modification shall not materially detract from the overall performance of the Service; or
8.6.3 terminate the Contract with immediate effect.
9. Our Warranties & Undertakings
9.1 We warrant that the Platform and the Services will comprise of the facilities and functionality described in in the Proposal. Should you come across an element of functionality that is not operating correctly, you may inform us of this by contacting us by email addressed to support@placemaking.ai, pointing out the nature of the error and the time and date at which it was encountered. We shall try to replicate the error and, should we be able to isolate and identify the cause of the error, we will fix it as soon as commercially reasonable.
9.2 We will not be liable for any deficiency in the Services attributable to operator error, deficiencies or errors relating to any third party component not provided by us or third party connectivity needed by you to connect to the Platform and access the Services, nor shall we have any obligation under this condition where difficulties you have encountered are as a result of your use of the Services and the Platform for a purpose for which they are not intended or in a manner that is not consistent with these Conditions or as a result of the negligence or wilful misconduct either of yourself or your Authorised Users.
9.3 We will use commercially reasonable endeavours to ensure that the Services are available twenty-four hours a day, seven days a week save for planned maintenance (as we notify to you from time to time) and unscheduled emergency maintenance, repairs and alterations. Notwithstanding the foregoing, we do not warrant that your use of the Platform and/or Services will be uninterrupted or error-free or that the Data will meet your requirements even if you have informed us of those.
9.4 Although we will use commercially reasonable endeavours to ensure that the Data is accurate, we do not warrant it is and we will not be liable for any decision taken by you, your Authorised Users based on the Data. Data provided via the Services is for illustrative purposes only. The Data may not be not consistently comprehensive across all areas within a geographic specification described on the Website or in the Proposal. You should take all precautions to check its accuracy or its availability before taking any consequent decision and you agree to ensure that your Authorised Users will do likewise.
9.5 We are not authorised by the Financial Conduct Authority in the United Kingdom. The Data:
(a) is not intended to constitute any form of investment, tax, legal, or any form of financial advice;
(b) does not constitute any form of invitation, inducement or recommendation; and
(c) shall not be relied upon by you, your Authorised Users in making (or refraining from making) any specific investment or other decision.
10. Liability
10.1 Where any of the obligations relating to the delivery of the Services are sub-contracted by us to a third party, we will remain liable for the acts and omissions of those contractors as if they were our own.
10.2 OUR LIABILITY TO YOU IN RESPECT OF ALL OTHER CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNDER OR IN CONNECTION WITH THESE CONDITIONS ARISING IN ANY CALENDAR YEAR COMMENCING ON THE COMMENCEMENT DATE OR AN ANNIVERSARY THEREOF (WHERE, FOR A SERIES OF CONNECTED CLAIMS, THE CALENDAR YEAR IN QUESTION SHALL BE THE FIRST SUCH YEAR OF THE FIRST EVENT GIVING RISE TO A CLAIM), SHALL IN NO EVENT EXCEED THE AGGREGATE OF ALL FEES PAID OR PAYABLE BY YOU IN RESPECT OF SERVICES PROVIDED TO YOU DURING THAT CALENDAR YEAR.
10.3 SUBJECT TO CONDITIONS 10.2 AND 10.4, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR ANY LOSS OF PROFITS, TURNOVER, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS OR DAMAGE TO GOODWILL (WHETHER DIRECT OR INDIRECT).
10.4 Nothing in these Conditions shall act or be construed so as to act in any way to limit our liability for
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors (as applicable); or
(b) fraud or fraudulent misrepresentation by us or our employees, agents or sub-contractors (as applicable).
10.5 You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or the Platform.
11. Confidentiality
11.1 We will treat as confidential all Content that you do not intend to make public. You will treat as confidential the Data and such other information as we may provide via the Platform (including reports you generate using the Services or any other product of your use of the Services) for the purpose of your use of the Services save where that information is expressed as being intended for public consumption.
11.2 In either case, confidential information that is protected in accordance with this clause shall not deemed to include information that:
11.2.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.2.2 was in the receiving party’s lawful possession before the disclosure;
11.2.3 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure or in breach of any obligation owed to the disclosing party; or
11.2.4 can be incontrovertibly demonstrated by written evidence to have been independently developed by the receiving party.
11.3 Save as expressly provided to the contrary in these Conditions, each of us shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party or use the other's confidential information for any purpose other than purposes for which the Services and the Platform are intended.
11.4 Each of us shall take all reasonable steps to ensure that the other's confidential information to which each has access is not disclosed or distributed by that party’s employees or other staff members in violation of these Conditions.
11.5 Either of us may disclose confidential information belong to the other only to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.6 We may reference your use of the Platform and of the Services (and we may reproduce your logo or other insignia) for marketing and promotional purposes save where we agree otherwise in writing. In doing so, we shall ensure that no information confidential to you or otherwise commercially sensitive is disclosed.
11.8 The provisions of this clause 11 shall survive the termination of the Contract, howsoever arising.
12. General
12.1 We will not be liable to you for our failure to deliver the Services for any reason that is beyond our reasonable control.
12.2 We are satisfied that our delivery of the Services will comply with English law. You will ensure that when making use of the Services, you (and your Authorised Users) will comply with all applicable laws and regulations whether under English law or the law of your own jurisdiction, wherever that happens to be. We will not be liable should you (or your Authorised Users) fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure.
12.3 You (our client) and we (Radius Tech Fashion Services Limited) are independent businesses and we are not operating in partnership or in any kind of principal/agent or employer/employee relationship, nor in any other relationship of trust to each other.
12.4 In order to have the effect intended for them, some of the provisions of these Conditions will survive the termination of the Contract, howsoever that comes about.
12.5 The unenforceability of any part of these Conditions will not affect the enforceability of any other part.
12.6 Just because we do not insist on your compliance with any one or more of your obligations under these Conditions does not mean that we waive our right to insist on that compliance at some later date.
12.7 There may be occasions when the law requires information that we give you or communications you wish to send us have to be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to our registered office address given above. For the purpose of these Conditions, you may deem that we have received that letter seven days after the date you have posted it.
12.8 You recognise that your breach (or threatened breach) of these Conditions may cause irreparable harm to us and that in such a situation, we are entitled to seek an injunction or other equitable relief to prevent that breach or further occurrences of that breach in future.
12.9 With regard to any indemnity given by you to us or us to you under these Conditions, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.
12.10 No person who is not a party to our Contract with you shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Conditions. However, this does not affect any right or remedy of the third party which exists or is available apart from that Act.
12.11 The Contract between us incorporates these Conditions to the exclusion of all others, together with the Order and our Privacy Policy, which constitutes the entire agreement and understanding between us and you in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between us in relation to such matters. You agree that in entering into the Contract, you do not rely upon, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Conditions and any document referred to in them. The only remedy available to you in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of these Conditions.
12.12 These Conditions and the Contract are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English Courts.