January 2023 version
1. Important notice to all users/site visitors
1.1. This is business to business site. Services are available to business users only.
1.2. Please read this document carefully before you use any Service. This document tells you who we are; if and how we will provide the Services to you; how you and we may change or end our agreement for your use of the Services; what to do if there is a problem, and other important information.
1.3. If you think that there is a mistake in this document or the Terms generally (or if you think they require any changes for any reason), then please contact us to discuss before accessing any Service.
1.4. You will be considered to have given your agreement to be legally bound by the Terms if you use any of the Services, including but not not limited to the Portal, regardless of how you access the Services and whether on your device or somebody else's and whether or not you are registered with us as a user.
1.5. Your agreement to the Terms will not constitute a binding obligation on Heathcote & Herran Ltd (“Heathcote”) to give you access to any registerable Services including but not limited to the Portal until and unless we accept you as a registered user and (if you are purchasing paid-for Services) we have received payment in full in clean, cleared funds.
2. What to do if you do not accept the Terms now or upon any future amendment
2.1. If any of the Terms are unacceptable to you or in the event that any future changes are unacceptable, do not use or, where appropriate, cease to use the Services. Instead, please contact us to discuss why you do not accept the Terms.
2.2. Your use of the Services now or your continued use following the posting of any changes to the Terms, will constitute acceptance by you of the Terms and any such future changes as each occurs.
3. With whom you are contracting
3.1. We are HEATHCOTE AND HERRAN LIMITED, a private limited company Incorporated in England under company number 10601090. Our registered office is at 57 Vale Avenue, Brighton, BN1 8UB. Other contact details can be obtained from our website at www.heathcoteandherran.com.
3.2. Our VAT number is 423442915.
3.3. We are a specialist Anaplan consultancy, and we specialise in assisting other businesses by designing, building and optimising FP&A planning applications powered by Anaplan. All the Terms of any Contract with us must be interpreted in this context.
4. Your terms and conditions
4.1. We do not accept any terms and conditions proposed by you unless expressly agreed in writing by us.
4.2. Should for any reason any terms or conditions proposed by you in respect of the Services be deemed to have legal effect then, to the extent that they contradict or may contradict anything in the Terms, then the Terms shall have priority.
5. You must have the capacity to enter into a legally binding agreement
5.1. By your request to be registered to use any of the Services for which registration is required you have represented to us that you have the legal authority to enter into a legally binding agreement on behalf of the company, partnership, business or other entity that you represent (or yourself personally if you are a sole trader) and that they will be bound by the Terms.
6. The terms and conditions applicable to your use of the Site
6.1. This document, together with the other documents it references in clause 6.3 below, are the terms and conditions upon which we will supply the Services to you.
6.2. By using or accessing the Services for any reason, you are deemed to agree to the terms and conditions of this document and other documents (if any) set out in clause 6.3 below.
6.3. The terms and conditions under which you may use the Services are contained in:
a) this document;
b) our privacy policy;
c) our cookie policy; and
The above sources together shall be referred to as the “Terms”.
6.4. In the event of any contradiction between (a) to (d) above, then the order of priority for interpretation shall be: (a) then (d) then (b) then (c).
7. Project work arising
7.1. If as a result of using the Services or engaging with us through them, you retain us to undertake a paid project for you then unless we expressly agreed to the contrary then the terms of this consultancy agreement and accompanying standard terms and conditions will apply to any paid project.
8. The Services we offer
8.1. As specified in clause 3.3, unless we expressly agree to the contrary in writing, all our Services relate solely to reviewing, designing, building and optimising FP&A planning applications powered by Anaplan.
8.2. “Services” means access at our sole discretion and from time to time:
a) the publicly available content on our website at www.heathcoteandherran.com (or such other URL as may be used from time to time) (”Site”);
b) any access by registration only part of the Site (i.e., a part requiring prior registration to access) and the content therein, including but not limited to the support portal, at https://support.heathcoteandherran.com/support/home (“Portal”);
c) the free enquiry ticket service available to those able to access the Portal;
d) the 20-minute free surgery service that may from time to time be available via the Portal;
e) a chat-room forum service that may from time to time be available via the Portal;
f) such other services (and on such terms) as we may at our discretion introduce from time to time, including but not limited to e.g., any other related websites, software, phone apps, interactive features, instructions, supporting materials, other downloads and streaming services operated by, or for, us and which are available from time to time directly or indirectly through the Site our or any other store or website, software application, phone, other download or streaming services or otherwise.
Together, the above as available at the time you contract with us, are referred to as the “Services” and any one of them as a “Service”.
8.3. We do not guarantee to continue providing any part of the Services in any way, at any time or at all. Provision is at our sole discretion and may be removed, amended or terminated at any time without notice and such action shall not give rise to any claim on your behalf.
9. How we may contact you
9.1. We are unlikely to contact you unless you apply to use a Service for which registration is required. However, we may do so if circumstances warrant, and we have your contact details. If we do contact you it will be through the medium of our choice, via direct message through the Portal (if you are a registered user) or email or telephone or text.
9.2. You will have to provide the requested contact details as a condition of registering for the Portal. Failure to supply this information may result in our rejecting your application to be a registered user.
10. If we cannot accept your registration request
10.1. If we are unable to accept your request to register as a user, we will to the extent reasonably possible and technically feasible inform you of this by email if not online at the time of your application. We are not required to give a reason for our decision. You will not charged for any paid Services sought (unless used by you).
10.2. We may not accept your offer to register under clause 10.1 (or to withdraw an existing registration without liability) for reasons including but not limited to technical difficulties; unexpected limits on our resources; a payment problem; a concern regarding identity; previous difficulties with a user account you have held with Heathcote or with you generally; some all the Services are unavailable where you live; for any lawful reason we think it inappropriate to accept (or continue to accept) you as a registered user. For the avoidance of doubt:
a) we have sole discretion as to whether to grant you registered user status and whether to continue to offer such status. Which individual Service or Services we offer to you is also at our discretion; and
b) ‘you’ in the context of this clause 10 includes you as the individual user and the company or other entity (if any) whom you represent.
11. Service functionality and content
11.1. The Services are undergoing continual development and enhancement. Further, content is constantly being added, amended, supplanted, and modified. Accordingly, the Services may vary from their descriptions. Content as described can only ever be for illustrative purposes only.
11.2. We provide the Services for educational, research, business and promotional purposes only. You may not rely on any information or opinions expressed in the Services. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of content. We do not endorse or warrant, and are not responsible for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made in the Services and you should not rely upon the same in any situation of importance.
11.3. The Services may contain links to other websites or services maintained by third parties. We do not operate or control or regularly monitor, in any respect, or endorse the content found on third-party websites or services. You assume sole responsibility for your use of third-party links, websites, products and services.
11.4. You agree that (i) you will use the Services solely for your own business purposes and that you will do so in accordance with the Terms; (ii) all information supplied by you to us will be true, accurate, current and complete; and (iii) you will review the latest version of the Terms posted from time to time to check for amendments that may apply to you.
11.5. We retain the right at our sole discretion to deny or suspend access to any or all of the Services to anyone, at any time and for any reason, without liability.
11.6. You acknowledge and agree that your use of the Services, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Services, shall be at your sole risk and responsibility and we shall have no obligation other than may be set out in our Privacy Policy to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Services for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of the Terms and/or any rule or policy of ours and/or any applicable local, national or international law, treaty or regulation.
11.7. You (or the entity you represent if that is the case) are solely responsible for any breach of your obligations under the Terms (by you or any other person accessing the Services on a device of yours, or through an account of yours or where they are acting on your behalf or behest or with your permission or that o the entity you represent) and you are also responsible for all direct and indirect consequences arising (including, without limitation, any loss, damage, costs or expenses which anyone may suffer or incur) from any such breach.
11.8. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data, loss or corruption of data, loss of personalised settings, or other interruptions, stoppages or effects on your device or other software on your device and shall not be liable for such failure to foresee or anticipate.
11.9. We do not assume any responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings. It is your responsibility to keep such back-ups in such alternative format as you deem necessary.
11.10. By connecting to the Services via a third-party service provider, you give us permission to access and use information, content and/or material you have supplied to that third party provider (to the extent permitted by that provider), and to store your log-in credentials for that provider.
11.11. You are solely responsible for all your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor any (i) disputes between you and any other user of the Services and (ii) any user’s action or inaction.
11.12. You represent, warrant, undertake and agree that you will not:
a) use the Services in any unlawful or immoral manner or in a manner that may damage our reputation or the goodwill in our Services, nor for any unlawful or immoral purpose, nor otherwise in any manner inconsistent with the Terms and/or any and all applicable laws, regulations and treaties;
b) use the Services for the distribution, housing, processing, propagation, storage, or other handling of, any content or other material prohibited by the Terms, or any material that may create a reputational risk for us or a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that we at any time and from time to time deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
c) permit or otherwise enable unauthorised users to access and/or use the Services;
d) use the Services to export software or data in violation of applicable UK laws and regulations;
e) sell, copy, duplicate, rebrand, assimilate into other content, rent, lease, loan, distribute, transfer, or sublicense the Services, or otherwise permit any third party to use or have access to the Services for any purpose (except as expressly permitted by us in writing) or in any way or to any extent decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Services;
f) remove from, alter or add to any copyright, trademark, patent, ownership or other proprietary notices in the Services or any content in the Services;
g) distribute, publish, repost, Tweet, exhibit, stream, promote, host, copy, transmit or otherwise use the Services, in any manner and for any purpose not expressly permitted under the Terms;
h) frame or utilise framing techniques to enclose the Services, or any portion thereof, except when explicitly and purposely permitted by the Services;
i) exploit the Services or collect any data incorporated in the Services in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
j) register as a user of the Services by providing false, inaccurate, or misleading information;
k) post hyperlinks to commercial services or websites;
l) impersonate, parody or spoof any person or entity, including, without limitation, any other user, person with a public profile or our employees, or falsely state or otherwise misrepresent your affiliation with a person or entity;
m) inaccurately present yourself (directly or indirectly) as having experience, qualifications, skills, endorsements or professional certifications, registrations or affiliations that you do not have;
n) collect personal data about other users of the Services for commercial or any other purposes;
o) post or otherwise make available irrelevant Content, repeatedly post or make available the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure or burden other users with Content that we at our sole discretion deem unwelcome or unwanted;
p) attempt to gain unauthorized access to our computer systems (including any non-public areas of the Services) or engage in any activity that disrupts, diminishes the quality of, delays, probes for vulnerability, interferes with the performance of, or impairs the functionality of, the Services (or the servers and networks which are connected to the Services);
q) make available content that in our opinion constitutes or contains affiliate marketing, link referral codes, junk mail, trolling, spam, chain letters, pyramid schemes, potentially fraudulent endeavours or unsolicited commercial advertisement, except to the extent such content is provided to you by us for a purpose specifically authorised by us in writing;
r) create or attempt to create more than three user accounts;
s) purport to be our agent for the purpose of new user registrations or otherwise;
t) access or use the Services if you have been previously removed from the Services by us; or access or use those parts of the Services if you are subject to a partial ban or prohibition;
u) use the Services to encourage any conduct that (1) violates any applicable law or regulation, or any term or condition of the Terms, or (2) could create a risk of harm, loss or damage of any kind; or
v) attempt to access or search the Services or content in order to scrape any content or information from the Services, or otherwise use, upload content to, or create new links, posts or referrals in the Services through the use of any computerised or mechanised process, engine, software, tool, agent, device or mechanism other than the software provided by us or other generally available third-party web browsers.
12. Provision of the Services by us
12.1. We are constantly improving the Services in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Services which we provide may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may decline to provide you access to the Services or stop (permanently or temporarily) providing the Services (or any features or programs or content within the Services) to you or to users generally at our sole discretion, without liability or prior notice to you.
12.2. You may stop using the Services at any time. You do not need to specifically inform us when you stop using the Services. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details, or any files or other content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Service, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Services shall be subject to the Terms of your contract with us.
12.3. We may from time to time use images as part of the Services in which we own copyright whilst some may be supplied by commercial image providing companies. Republication, retransmission, and reproduction of any copyrighted images is prohibited, as is downloading copyrighted images for any purpose other than their intended business use.
13. Access to the Services and reservation of rights
13.1. Subject to your compliance with the Terms, we hereby grant you if self-employed or otherwise the entity a revocable, worldwide, non-assignable, non-sublicensable and non-exclusive right to access and use the Services in the manner and for the purposes expressly permitted by the Terms. We also hereby grant you a limited, revocable, and non-exclusive right to create a hyperlink to the Site (or subdomains thereof) so long as the link does not portray Heathcote or the Services in a false, misleading, damaging, distorted, inaccurate, derogatory way, or a manner which we reasonably believe at our sole discretion to otherwise be offensive.
13.2. You may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services. Any such attempt shall be deemed null and void at the time such attempt is made.
13.3. We reserve all rights, titles and interests in and to the Services not expressly granted to you (if any) under the Terms. There are no implied licenses under the Terms.
14. Password and account security
14.1. To use certain features and functionalities of the Services, you must create an account with us, and provide certain personal information about yourself and the entity you represent (if any).
14.2. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately.
15. Content contained in the Services
15.1. You acknowledge that content presented to you as part of the Services may be protected by intellectual property rights which are owned by Heathcote or the persons and/or entities that provide that content to Heathcote (or by other persons or companies on their behalf).
15.2. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not modify, rent, lease, loan, sell, distribute, sub-license, or create derivative works based on content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that content, in writing.
15.3. By posting queries in the Portal or using the chat function you are deemed to have granted us an irrevocable worldwide royalty free perpetual copyright licence to use the content you have posted and to identify you (or the entity you represent) as the author.
15.4. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse add commentary to, reuse for the purpose of reporting and recording or remove any or all content including but not limited to queries or other postings by you on the Site. For the avoidance of doubt, you acknowledge that any part of the Services which allows you to chat with other users or post comments or ask questions will not be readily monitored and therefore it is your responsibility to only post content which is inoffensive and in line with the Terms. We do not accept liability for anything you post.
15.5. You understand that by using the Services you may be exposed to content that you may find offensive, indecent, inaccurate or objectionable and that, in this respect, you use the Services at your own risk. We encourage you to notify us of objectionable content that the earliest moment.
15.6. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you create, transmit or display while using the Services and for the consequences of your actions (including, without limitation, any loss or damage which we may suffer) by doing so.
15.7. Content that you create, transmit, or display while using the Services must be appropriate for the Service. We may reject, remove, or edit any content that: (i) is unlawful, harassing, defamatory, abusive, hateful, threatening, obscene, harmful, tortious, libelous, or invasive of another's privacy; (ii) attacks the character or damages the reputation of other users, name-calls, insults, ridicules, mocks, electronically stalks or otherwise harasses another individual; (iii) contains material or language that is profane, pornographic, sexually graphic, ethnically offensive, “off color,” political, or propaganda; (iv) contains crude, vulgar or offensive images or nudity; (v) infringes or violates any party's rights, including, without limitation, using third-party copyrighted materials or the names or likenesses of others without appropriate permission and attribution, using third-party trademarks without appropriate permission or attribution or in a way that is likely or intended to cause confusion, or using or distributing third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality; (vi) has been broadcasted, streamed, published or televised in any form of media, including, without limitation, television, books and movies; (vii) contains any advertising, promotional materials, chain letters, spam, junk mail, or any other type of unsolicited mass email to people or entities that have not agreed to be part of such mailings; (vii) discloses or references any personally identifiable information belonging to you or a third party; (ix) depicts or describes any activities that would violate the personal privacy rights of others, including, without limitation, collecting and distributing information about others without their permission; (x) impersonates any person or entity; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the Service; (xii) contains any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs; (xiii) interferes with, disrupts, or harms in any way the Services or any servers or networks connected to the Service; (xiv) uses the Services for any illegal purpose, or violates any applicable local, state, national, foreign or international law or regulation, intentionally or unintentionally; (xv) promotes illegal or inappropriate activities or any other dangerous behavior that may result in harm; (xvi) posts on behalf of a banned user; or (xvii) we otherwise determine to be inappropriate for the Services or inconsistent with our image and reputation.
16. Intellectual Property
16.1. You acknowledge and agree that we own all legal right, title and interest in and to the Service, including, without limitation, any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, Services marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including, without limitation, the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material, and all intellectual property rights to the same, are owned or controlled by us, our licensors, or both.
16.2. You agree that you shall not remove, obscure, or alter any legal notices or proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
16.3. The Terms do not grant you the right to use any branding or logos used in our Services. You agree that in using the Service, you will not use any trademark, Services mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
17. Grant of rights
17.1. You retain copyright and any other rights you already hold in content which you upload or otherwise submit to, or make available on, the Service.
17.2. By posting, uploading, submitting or otherwise making available content, you are granting us permission to host, store, display and transmit this content as is required in order to provide you the Service. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there may be from time to time terms or settings that narrow or expand the scope of our use of the content submitted in those Services.
17.3. The Services (including registerable Services) are on a public platform and other users of the Services may, and you hereby grant all users of the Services the right to, search for, see, and/or use any content that you choose to make publicly available through the Services to the extent permitted by the features and functionalities of the Service.
17.4. You agree that we may use your feedback, suggestions, or ideas in any way, including, without limitation, in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback, suggestions, and ideas you provide to us in any way.
17.5. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with your contract with us and that we have no obligation to do so on your behalf.
17.6. By submitting content, you also grant us the right to use your username in connection with the use or publication of your content.
17.7. In connection with content you upload, submit, post, or otherwise make available via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such content in the manner contemplated by the Terms.
17.8. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant to us all of the rights granted herein.
17.9. You understand that we may (a) transmit or distribute your content over various public networks and in various media from time to time; (b) make such changes to your content as determined by us in our sole discretion (including, without limitation, changes to conform and adapt content to the technical requirements of connecting networks, devices, services or media); and (c) display advertisements in connection with your content and/or use your content for advertising and promotional purposes. You agree that the rights and licenses you grant to us under these Terms shall permit us to take these actions.
17.10. You represent and warrant to us that you have the full right, capacity, power and authority necessary to grant the rights and licenses granted herein.
18. Your enquiries
Enquiry tickets
18.1. The free enquiry ticket service is a complimentary service offered by Heathcote. It is not intended to provide in-depth answers to issues such that it replaces paid consultancy advice. The Service is intended to give you no more than initial guidance as to how to best approach the problem to resolve it yourself.
18.2. Our response can only be based upon the information provided by you and we are under no obligation to interrogate you to find out further information. We make no guarantee that we will or can answer or otherwise respond to any enquiry tickets or other questions or queries you post on the Site or otherwise send us within any time range or at all. Nor do we guarantee the accuracy of any such response, and you should not rely upon the same without first undertaking your own enquiries and satisfying yourself as to the validity of any response from us. You act upon any comments of ours entirely at your own risk.
18.3. We reserve the right not to deal with the same matter split over two or more enquiry tickets
18.4. Enquiry ticket responses will not involve reviewing or amending any Anaplan platform.
Surgeries
18.5. The free surgery service, if offered, is a complimentary service offered by Heathcote. Whilst able to go into more detail that ticket enquiries, it is still not intended to provide in-depth answers to issues such that it replaces paid consultancy advice. The Service is intended to give you a good understanding of the nature of the problem you face and ways to address it
18.6. Our response can only be based upon the information provided by you and we are under no obligation to interrogate you to find out further information. We make no guarantee that we will or can answer or otherwise respond to any issues presented to us within any time range or at all. Nor do we guarantee the accuracy of any such response, and you should not rely upon the same without first undertaking your own enquiries and satisfying yourself as to the validity of any response from us. You act upon any comments of ours entirely at your own risk.
18.7. We reserve the right not to offer each user more than one surgery
18.8. Solely at our discretion, but only with your approval, during a surgery we may suggest that we gain viewer access only to your Anaplan platform to try and identify the source of any difficulty under discussion. If granted by you, our accessing of your Anaplan platform is undertaken on the following basis:
a) You have the authority to grant us access;
b) We assume no responsibility or liability arising from such access;
c) You are responsible for amending passwords etc. after we have finished our inspection.
d) We will not be undertaking a general audit of the software. Our focus will be entirely on the issue at hand and not any other issues we might spot or suspect upon gaining access. Failure to mention other problems, even if critical, is not to be taken as confirmation that such problems do not exist.
19. Privacy policy
19.1. For information about our data protection practices, please read our privacy policy available at https://www.heathcoteandherran.com/privacypolicy.
19.2. This policy explains how we treat your personal information, and how we protect your privacy when you use the Service. You agree to the use of your data in accordance with our privacy policy.
20. Data and uptime
20.1. We make no guarantee that any data collected using our services, or that any programs or content created using our Services, or the Services themselves will always be accessible.
20.2. We cannot guarantee that your data or content you create will not be deleted or permanently lost. We recommend making your own backups of any content you create using our Services and storing them in your own secure location. While we make efforts to keep our data secure, we make no guarantee that our databases or Services will not be hacked, shutdown, or damaged by malicious third parties. While we strive to keep our services running, we cannot guarantee that the Services will not go down or become inaccessible.
21. Changes to terms, additional rules & policies
21.1. We reserve the right to change, amend and/or modify the Terms of any contract you have with Heathcote, in whole or in part, at any time, upon the provision of reasonable notice thereof to you, which may include (without any obligation on us to do so) sending you an email or posting an announcement of such modifications on the Service.
21.2. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Services or as otherwise provided by us. From time to time, we may at or sole discretion post on the Services or otherwise notify you of additional or different rules and policies relating to the Service. These rules and policies shall thereafter be part of the contract with us. If you use the Services after the said change of Terms you are agreeing to follow and be bound by them for such use.
22. NO WARRANTIES
22.1. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF CONTENT PROVIDED BY YOU AND THEM. THE SERVICES MAY NOT ALWAYS BE AVAILABLE, AND AT TIMES OUR SERVERS OR SERVICES MAY BE DOWN OR MALFUNCTIONING OR DEACTIVATED.
23. DISCLAIMER OF LIABILITY
23.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICES PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICES FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF US, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF OUR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICES OR ANY CLAIMS RELATING TO THIS AGREEMENT OR ANY CONTENT SHALL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY YOU TO US DURING THE PAST TWELVE MONTHS IN CONNECTION WITH YOUR ACCESS TO THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU WITH ACCESS AND USE OF THE SERVICES AGAIN).
23.2. Nothing in this Clause 23 shall limit your payment obligations (if any) under any Contract with Heathcote.
23.3. Nothing in the Terms is intended to try and limit Heathcote’s liability for:
o death or personal injury caused by negligence;
o fraud or fraudulent misrepresentation; and
o breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
23.4. Subject to Clause 23.3 above, our total liability to you for any event or series of related events shall not exceed £1,000 in aggregate.
23.5. References to liability in this Clause 23 include every kind of liability arising under or in connection with any contract you have with Heathcote including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
23.6. We make no representations that the Services is appropriate or available for use in locations outside of the United Kingdom. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services. You may not use the Services if you are a resident of a country embargoed or subject to relevant sanctions by the United Kingdom, or are a foreign person or entity blocked or denied by the United Kingdom government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United Kingdom.
23.7. Unless you notify us that you intend to make a claim in respect of an event within two months of the first occurrence of the issue in question, Heathcote shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
24. Release and indemnification
24.1. You agree to release, indemnify and hold harmless Heathcote and (if any) its parent companies, subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, lawyer’s fees, with respect to (i) your access, use or misuse of, or reliance upon, the Service, (ii) your actual or alleged violation or breach of any contract with us or rights of another, (iii) content provided by you or through use of your account, and/or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of your contract with us.
25. Term and termination
25.1. Your contract with Heathcote is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Services, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by deleting your user account on the Services and discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using any and all of the Services.
26. Entire agreement
26.1. The Terms constitute the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
27. Variation
27.1. No variation of the Terms shall be effective unless it is in writing and signed by both of us.
28. Third party rights
28.1. A party who is not a party to the contract between us shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
29. Governing law
29.1. The contract between us and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
30. Jurisdiction
30.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims\0.
End