Terms of Service

  1. About Us

    1. Company details. Go Squared Ltd. (company number 05696757) (“GoSquared”, “we” and “us”) is a company registered in England and Wales and our registered office is at 134b Landells Road, London, England SE22 9PL. Our VAT number is GB110992135. We operate the website gosquared.com.
    2. Contacting us. To contact us, email our customer service team at support@gosquared.com. How to give us formal notice of any matter under the Contract is set out in clause 16.
  2. Our contract with you

    1. Our contract. These terms and conditions (“Terms”) apply to the order by you and supply of Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not expressly set out in the Contract.
    3. Language. These Terms and the Contract are made only in the English language.
    4. Your copy. You should print a copy of these Terms for future reference.
    5. Approved Reseller. Where you, or an entity on your behalf, has entered into a contract with a GoSquared approved reseller (“Approved Reseller”) which includes the purchase of the Services (“Approved Reseller Contract”), these Terms shall apply to your use of the Services unless expressly stated otherwise.
  3. Placing an order and its acceptance

    1. Placing your order. Please follow the on-screen prompts to place an order. You may only submit an order using the method set out on the Site. You will need to create an account to make an order. Please see clause 6.2 for details on your obligations with respect to your account. Each order is an offer by you to buy the services specified in the order (“Services”) subject to these Terms.
    2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
    3. Acknowledging and accepting your order. After you place your order, you will receive an on-screen notice and a follow-up email from us acknowledging and accepting your order (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
    4. If you do not receive an Order Confirmation within 10 minutes, please contact us and we will resolve any issues as quickly as possible. If we cannot accept your order or if we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, either we or the Approved Reseller (if applicable) will refund you the full amount.
  4. Cancelling your order and obtaining a refund

    1. Subject to 4.4, you may cancel the Contract at any time by contacting us via your account management page or your Approved Reseller (where applicable) and you will not be charged again.
    2. If you cancel the Services, your account will be placed on the free tier once your current billing cycle is complete. The free tier has lower usage limits than paid tiers but allows you to recover data tracked prior to the cancellation should you choose to reactivate your subscription.
    3. Closing your account will automatically cancel the Services, delete your account login details and delete any projects linked to your account. THIS ACTION IS IRREVERSIBLE AND ANY PREVIOUSLY TRACKED DATA IS IRRETRIEVABLE.
    4. Unless you, or an entity on your behalf, has entered into an Approved Reseller Contract, the Services are billed monthly or annually in advance and payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
  5. Our services

    1. Descriptions and illustrations. Any descriptions or illustrations on the Site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
    2. Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on the Site at the date of your order in all material respects.
    3. Changes to specification. We reserve the right to amend the specification of the Services without notice if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
    4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
    5. Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract or claim for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services
  6. Your obligations

    1. It is your responsibility to ensure that:
      1. the terms of your order are complete and accurate;
      2. you co-operate with us in all matters relating to the Services;
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
      5. you comply with all applicable laws with respect to the Services.
    2. You are an account holder. You must be aged 18 or over to be an account holder. You agree to: (1) try to choose a strong and secure password which meets the requirements specified when you open your account; (2) keep your password secure and confidential, including not disclosing your password to other individuals within your company; and (3) not transfer any part of your account. If you wish to create additional sub-accounts for individuals within your company, please use the invite process from your account management page. You are responsible for anything that happens through your account unless you close it or report misuse. You will notify us immediately if you become aware of any unauthorised access to or activity or use of your account or log in details. We will never ask you to share your password with us.
    3. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 15 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  7. Charges

    1. In consideration of the mutual exchange of obligations including our provision of the Services, you must pay our charges in accordance with this clause 7 and clause 8.
    2. The charges are the prices quoted on the Site at the time you submit your order or, where you have subscribed for a GoSquared Enterprise package, as quoted to you by the relevant member of our sales team or, where you, or an entity on your behalf, has entered into an Approved Reseller Contract, as quoted and charged by the Approved Reseller for these Services (“Charges”).
    3. If you wish to change the scope of the Services after we accept your order, and if we accept your changes, we (or the Approved Reseller, if applicable) will modify the Charges accordingly. If you choose to upgrade mid-payment cycle, the upgrade is applied immediately and the difference will be charged at the time of your next payment, along with the charges for the next cycle. If you choose to downgrade, the changes will be applied at the time of the next payment cycle.
    4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system.
    5. We reserve the right to increase or decrease the Charges or usage levels at any time. Any such changes will only affect new customers or existing customers who choose to change their package.
    6. Our Charges are exclusive of VAT and any other applicable sales tax. Where VAT, or other applicable sales tax, is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, or other applicable sales tax, at the applicable rate, at the same time as you pay the Charges. Where you, or an entity on your behalf, has entered into an Approved Reseller Contract, VAT and any other applicable sales tax shall be payable in accordance with Approved Reseller Contract.
  8. How to pay

    1. Where you, or an entity on your behalf, has entered into an Approved Reseller Contract, the Charges shall be payable to the Approved Reseller in accordance with the Approved Reseller Contract and clauses 8.2 to 8.6 (inclusive) shall not apply.
    2. Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly or annually in advance, depending on the type of subscription you selected.
    3. Payment for the Services is by direct debit or continuous payment authority and you can pay a debit card or credit card. We accept Visa, Mastercard and American Express payments. If you have selected the GoSquared Enterprise package, we also accept other payment types which we will discuss with you when you make your order enquiry. We currently accept payments in US Dollars (USD) and British Pound Sterling (GBP).
    4. You may change your billing details at any time via your account.
    5. We will send you a confirmatory email and an electronic invoice when we attempt to take payment. If we are unable to take payment from the billing details you provided for any reason, we will attempt to take payment the next day and the, should this fail, within seven days of the second failed attempt. If our attempt to charge you fails seven times in total, your Services will be cancelled and your account will be downgraded to the free tier immediately.
    6. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at an amount equal to 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  9. Legacy Subscriptions

    1. The provisions of this clause 9 apply to Legacy Subscriptions only.
    2. A “Legacy Subscription” is defined as plan for Services that was registered prior to 29 September 2017. Legacy Subscriptions are charged on the basis of usage of resources as outlined here.
    3. You may be billed monthly or annually in advance, depending on the subscription you chose but any applicable limited will apply monthly. If you exceed your subscription limits, you will be billed overage at the equivalent rate of your monthly subscription. If you chose to be billed monthly, overage will be calculated at the same rate as your current subscription based on usage above your limit, and added to your next monthly invoice. If you have chosen to be billed yearly, any usage above your limit for a given month will be charged overage at the equivalent rate as your current subscription. Overage levels are calculated at the end of each whole month in your billing cycle and added onto your next charge, which will be issued either at the beginning of your next billing cycle in addition to your recurring subscription charge, or once your total outstanding overage exceeds $5 (if you chose to be billed in USD) or £5 (if you chose to be billed in GBP). Limits for any applicable free tier are enforced in the same way.
  10. Intellectual property rights

    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us. This includes our trade marks, images, text, user interfaces, video media, artwork and computer code (including but not limited to HTML, JavaScript, ActionScript and XML) (the “Content”). Except as otherwise expressly set out in these Terms, you may not copy, reproduce, publish, upload of otherwise duplicate the Content without our prior written consent.
    2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to access and use the Services, including the GoSquared Tracking Code and to embed this on your websites for the purposes of the provision of the Services. This code is the main way collect data about your website and traffic. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us, including all data provided by you, for the term of the Contract for the purpose of providing the Services to you.
  11. How we may use your personal information

    1. All personal data that the we may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder. For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Notice available here: https://www.gosquared.com/legal/privacy/ For the purposes of this clause 11 and the List of Subprocessors, the following terms shall have the following meaning:

      1. Data Protection Legislation means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK DATA PROTECTION LEGISLATION”); the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 as amended; and any applicable guidance or codes of practice issued by the Information Commissioner’s Office or other applicable regulatory authorities from time to time;
      2. Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any Personal Data relates;
      3. Personal Data means any information relating to an identified or identifiable living individual; and
      4. Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
    2. General terms

      1. Where you, or an entity on your behalf, has entered into an Approved Reseller Contract, the processing of personal data in connection with that Approved Reseller Contract and these Services shall be governed by the terms of the Approved Reseller Contract. As such, the provisions of this clause 11 shall not apply to you.
      2. Both parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Nothing in this Clause 11 shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
      3. For the purposes of the Data Protection Legislation and for this Clause 11 you are the “Data Controller” and we are the “Data Processor”.
      4. The scope, nature, and purpose of the processing; the duration of the processing; the type(s) of personal data; and the category or categories of data subject shall be set out in the Schedule at sub-clause 9 below.
      5. The Data Controller shall (without prejudice to the generality of sub-Clause 2.2) ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data by the Data Processor for the purposes described in these Terms and Conditions.
      6. The Data Processor shall (without prejudice to the generality of sub-Clause 2.2), with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:
        1. process the personal data only on the written documented instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by domestic law. The Data Processor shall promptly notify the Data Controller before carrying out such processing unless it is prohibited from doing so by that law;
        2. ensure that it has in place appropriate technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in the Schedule at sub-clause 9 below;
        3. ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
        4. not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
          1. the Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data;
          2. affected data subjects have enforceable rights and effective legal remedies;
          3. the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
          4. the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
        5. assist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to impact assessments, security, breach notifications, and consultations with supervisory authorities or other applicable regulatory authorities (including, but not limited to, the Information Commissioner’s Office);
        6. notify the Data Controller without undue delay of any personal data breach of which it becomes aware;
        7. on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the contract unless it is required to retain any of the personal data by domestic law; and
        8. maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 11 and to allow for audits, including inspections, by the Data Controller and/or any party designated by the Data Controller. The Data Processor shall inform the Data Controller immediately if, in its opinion, any instruction infringes the Data Protection Legislation.
        9. The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 11 to another processor. However, you authorise us to engage the processors detailed in the List of Subprocessors to carry out the processing of the Personal Data as envisaged under this Contract. We shall:
          1. inform you of any intended changes concerning the addition or replacement of those processors, and you shall notify us within 10 working days of our notice if you have a reasonable objection to the new processor;
          2. without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints another processor, the Data Processor shall:
          3. enter into a written agreement with the other processor, which shall impose upon that other processor substantially the same obligations as are imposed upon the Data Processor by this Clause 11, which the Data Processor shall ensure reflect the requirements of the Data Protection Legislation at all times;
          4. ensure that the other processor complies fully with its obligations under that agreement and the Data Protection Legislation; and
          5. remain fully liable to the Data Controller for the performance of that other processor’s obligations and the acts or omissions thereof.
        10. Cross-Border Transfers of Personal Data
          1. The Data Processor shall not transfer or otherwise process any of the Personal Data outside of the UK or European Economic Area (“EEA”) without the prior written consent of the Data Controller.
          2. In the event that the Data Controller consents to such a transfer or processing, the Data Processor may only process (or permit the processing) the Personal Data outside of the EEA if one or more of the following conditions are satisfied:
            1. the Data Processor is processing the Personal Data in a territory that is subject to a current finding by the European Commission under the Data Protection Legislation that said territory provides adequate protection for the privacy rights of individuals; or
            2. the Data Processor participates in a valid cross-border transfer mechanism under the Data Protection Legislation under which the Data Processor (and the Data Controller, where appropriate) can ensure that appropriate safeguards are in place to ensure an adequate level of data protection with respect to the privacy rights of individuals as required by Article 46 of the GDPR and UK-GDPR. The transfer mechanism enabling such transfers is Standard Contractual Clauses “SCCs” for EU cross border transfers to third countries and the UK approved International Data Transfer Agreement “IDTA” for all transfers from the UK to third countries and as follows:
              1. For all EU clients follow this link to view and agree to the SCCs; or
              2. For all UK clients follow this link to view and agree to the IDTA.
            3. The Data Processor shall immediately inform the Data Controller of any changes thereto; or
          3. the transfer of the Personal Data otherwise complies with the Data Protection Legislation.
    3. Security measures

      We shall:

      1. taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including the risk of unauthorised or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorised disclosure or destruction of, or damage to, Personal Data; and
      2. notify you without undue delay after becoming aware of a Personal Data Breach, and upon your reasonable written request, provide you with all co-operation and assistance reasonably requested by you to enable you to notify the Personal Data Breach to the relevant supervisory authority and relevant Data Subject(s) (as applicable).
    4. Compliance

      We shall:

      1. notify you if we receive any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data, or to either party’s compliance with Data Protection Legislation, and shall fully co-operate and assist you in relation to any such complaint, notice, communication or non-compliance; and
      2. upon your reasonable written request, provide all information necessary to demonstrate compliance with this clause 11, and allow you or an auditor appointed by you to carry out audits, including inspections of facilities, equipment, documents and electronic data, relating to the processing of Personal Data by us or any processor, to verify compliance with this clause 11.
    5. Deletion and/or Disposal of Personal Data

      1. The Data Processor shall, at the written request of the Data Controller, delete (or otherwise dispose of) the Personal Data or return it to the Data Controller in the format(s) reasonably requested by the Data Controller within a reasonable time after the earlier of the following:
        1. the end of the provision of the Services under the Freelancer Agreement;
        2. the termination of the Freelancer Agreement; or
        3. the processing of that Personal Data by the Data Processor is no longer required for the performance of the Data Processor’s obligations under this Agreement and the Freelancer Agreement.
      2. If the Data Processor is required by law, government, or other regulatory body to retain any documents or materials that the Data Processor would otherwise be required to return, delete, or otherwise dispose of under this Agreement, the Data Processor shall notify the Data Controller in writing of the requirement. Such notice shall give details of all documents or materials that the Data Processor is required to retain, the legal basis for that retention, and the timeline for deletion and/or disposal at the end of the retention period.
      3. All Personal Data to be deleted or disposed of under this Agreement shall be deleted or disposed of using the following method(s):
      4. Using appropriate data scrubbing software.
      5. The Data Processor shall certify in writing that the Personal Data has been deleted or otherwise disposed of within 30 calendar days of such deletion or disposal.
    6. Record Keeping

      1. The Data Processor shall keep suitably detailed, accurate, and up-to-date written records of any and all processing of the Personal Data carried out for the Data Controller. Such records shall include, but not be limited to, access, control, security, sub-contractors, affiliates, the purpose(s) for which the Personal Data is processed, the category or categories of processing, transfers of the Personal Data to non-EEA territories and related safeguards, and details of the technical and organisational security measures referred to in this clause.
      2. The Data Processor shall ensure that such records are sufficient to enable the Data Controller to verify the Data Processor’s compliance with the provisions of this Agreement and with the Data Protection Legislation. The Data Processor shall provide the Data Controller with copies of such records on request.
      3. The Data Processor shall review the information at least every 6 months in order to ensure that it remains accurate and up-to-date with current practices.
    7. Termination / expiry

      1. Unless expressly stated otherwise in these Terms, upon termination of the Contract (or the Approved Reseller Contract, if applicable), we shall, and shall procure that each processor it has engaged, immediately cease to use the Personal Data and shall, at your option:
      2. return the Personal Data to you or to a processor nominated by you; or
      3. delete the Personal Data and all copies and extracts of the Personal Data unless required to retain a copy in accordance with any law of the European Union or any member state of the European Union.
      4. On expiry or termination of this Contract (however arising) this clause 11 shall survive and continue in full force and effect.
    8. The Data Processor may, at any time, and on at least 30 calendar days’ notice, alter this Clause 11, replacing it with any applicable data processing clauses or similar terms adopted by the Information Commissioner or that form part of an applicable certification scheme.


      1. Data Processing

        1. Scope

          • Providing website analytics services including usage data of pages, traffic sources, customer locations and visitor interactions.
          • Providing email automation software, including the ability to send one-off messages in bulk as well as in an automated fashion based on user data and interactions.
        2. Nature

          • Website analytics data is collected in an automated fashion via JavaScript code included on the Customer’s website, including: browser attributes such as language, screen dimensions and capabilities; referring website source; IP address; timestamps and duration of visits to pages on the Customer Website.
          • Additional analytics data may also be provided by the Customer directly via the GoSquared API or other third-party integrations and may include details such as: Subject Name; Email Address; Telephone Number.
          • Analytics data is stored, aggregated and filtered in a variety of ways to be accessed by the Customer.
          • Email Automation data may also be provided by the Customer directly via the GoSquared API or other third-party integrations and may include details such as: Subject Name; Email Address; Telephone Number.
          • Email Automation data is also collected automatically through email delivery systems and includes data such as delivery status and time stamps of email messages.
          • Email Automation data is stored, aggregated and filtered to allow the targeted sending of Email messages to specific audiences, as well as to provide reports on Email deliverability, engagement, bounces, spam reports, and unsubscriptions.
        3. Purpose

          • Website analytics data is used to produce reports based on the data collected for the Customer.
          • Email Automation data is used to deliver and personalise Email messages to end-users.
        4. Duration

          • All data is retained and processed for the duration required by the Customer to provide the necessary Services.
      2. Types of Personal Data

        Personal data submitted to GoSquared by the Customer may include but is not limited to:

        • Name
        • Email Address
        • Phone Number
        • IP Address
        • Content of Email messages sent and received through GoSquared systems
      3. Categories of Data Subject

        • Personal Data
      4. Organisational and Technical Data Protection Measures

        • GoSquared makes use of various technical measures to protect data including: encryption of data in transit and at rest; network firewalls and access control lists; network security groups; least-privileges role-based access; internal logging and monitoring of data access.
        • Any GoSquared Employee access to Customer data is protected by Multi-Factor Authentication (MFA), is granted on a strictly-necessary basis scoped only to the data necessary to service a Customer’s request, and all access to data is logged and monitored.

    1. Nothing in the Contract limits or excludes our liability for:
      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), whether direct, indirect or consequential, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of opportunity, loss of use or corruption of software, data or information, loss of or damage to goodwill, and any other indirect or consequential loss.
    3. We will not be liable for any losses, damages, claims or other liabilities arising from or in connection with any act, omission, or conduct by any third parties in connection with your use of the Site or the Services. This includes any such losses resulting from your use of the GoSquared Tracking Code.
    4. Subject to clause 12.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount of the total Charges paid under the Contract or the Charges paid for these Services under the Approved Reseller Contract (if applicable) in the 12 months prior to the occurrence of the incident incurring the liability.
    5. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract. In particular, we exclude all representations and warranties in respect of accuracy, availability, non-infringement, merchantability or fitness for a particular purpose.
    6. Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms of Use.
    7. This clause 12 will survive termination of the Contract.
  13. Confidentiality

    1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
    2. We each may disclose the other’s confidential information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  14. Termination

    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
      2. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. there is a failure to pay the Charges in full (whether due in accordance with this Contract or an Approved Reseller Contract (if applicable));
      4. upon termination of the Approved Reseller Contract (if applicable);
      5. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      6. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.14.2 In addition, we reserve the right to restrict, suspend, or terminate your account if we believe that you may be in breach of this Contract or law or are misusing the Services, or where we are required to do so by law, a court of competent jurisdiction or any governmental or regulatory authority.
    2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  15. Events outside our control

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where possible, we will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
  16. Communications between us

    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by email.
    3. A notice or other communication is deemed to have been received at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  17. General

    1. Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity but will make reasonable endeavours notify you by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Variation. We may update these Terms at any time but will notify you of any such changes. Your continued use of the Services following any changes signifies your agreement to such changes.
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.