DIGITAL DIRECTORIES LIMITED
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.
These Terms of Service define the conditions and obligations related to the use of the website accessible at http://www.qredible.co.uk/terms.
1. ABOUT THESE TERMS OF SERVICE
1.1 We are Digital Directories Limited, a limited company registered in England with registered address at 125 Kingsway, London, United Kingdom, WC2B 6NH and registered number 11544560 (referred to as "we", “us", or the “Company”).
1.2 We provide the website at http://www.qredible.co.uk, its subdomains and associated social networking profiles (together, the “Website”). We also offer all the services provided through the Website (the “Services”) including without limitation:
providing a platform through which an individual legal professional (a “Lawyer”) or a law firm (a “Firm”) making use of the Website may create and publish an information sheet related to his/her/its legal expertise and specialism (the “Profile”) for indexation by the Company in its searchable database of lawyers and law firms on the Website (the “Database”);
providing a platform through which people (each a “Client”) can access information concerning Lawyers or Firms and make contact with them; and
facilitating an introduction between Clients and Lawyers or Firms (together “Users”, referred to as Users, or “you”).
1.3 These Terms of Service apply to the use of the Website by Users.
1.4 Please review these Terms of Service carefully and make sure that you understand them before using the Services or Website. If you do not agree to these Terms of Service, you must cease use of the Services and Website immediately.
2. ACCEPTANCE OF TERMS OF SERVICE
2.1 By making use of the Website and/or the Services, you agree to be bound by these Terms of Service (as amended from time to time) in their entirety. Lawyers or Firms may alternatively sign these Terms of Service in paper format or by way of an electronic signature.
2.2 The Company may at any time modify these Terms of Service. We will notify you of any changes to these Terms of Service either by emailing you (at the email address notified by you to us on the Website) or by posting a notice on the Website at least fifteen (15) working days before the effective date of the change.
2.3 By continuing to use the Services and/or the Website after changes to these Terms of Service are made and notified to you, you agree to be bound by such changes.
2.4 You can review the most current version of our Terms of Service at any time by clicking on the "http://www.qredible.co.uk/terms" link located at the bottom of the Website. The most current version displayed on that page will supersede all previous versions.
2.5 By using the Website, you warrant that all registration information provided by you is truthful, accurate and complete and you undertake and agree to keep such information up-to-date and current.
2.6 If you are using the Website as a Lawyer or a Firm, you warrant that you and/or the lawyers working for your Firm (as applicable) have achieved the qualifications set out in your/their profile(s) and that you or the lawyers working for your Firm maintain in force indemnity insurance to the level set out in your/their profiles.
The first part of this clause relates solely to Clients.
3.1 No formal registration is necessary for a Client to make use of the Website.
3.2 Prior to making use of the ‘send a message’ module on the Website in order to contact a Lawyer or a Firm, a Client must provide identification, contact, financial, marketing and other such data as may be requested by the Company from time to time.
The remainder of this clause relates solely to Lawyers or Firms.
3.3 Upon registration, the Company shall create an individual account for the given Lawyer or Firm, including all identifying information and all information specific to their status and use of the Services (an “Account”). The Lawyer’s or Firm’s identifying information shall include, but is not limited to, the name and email address of the Lawyer or the Firm.
3.4 The Lawyer or Firm shall indicate his/her/its preferred subscription which will continue for a minimum term of one year (the “Subscription”), and shall automatically renew upon expiry unless terminated in accordance with clause 18 (the “Automatic Renewal Date”). The Lawyer or Firm undertakes to provide the Company with his/her/its bank account details and to keep those details updated from time to time. The Company shall issue to the Lawyer or the Firm on or around the commencement date of any Subscription term and thereafter on or around each Automatic Renewal Date a valid VAT invoice corresponding to the price agreed for the Subscription.
3.5 On receipt of payment from the Lawyer or the Firm, the Company shall establish the Lawyer’s Account or the Firm’s Account (as applicable). The Company shall create a (private un-published) profile for the Lawyer or the Firm including the given Lawyer’s or Firm’s contact information and any information in respect of his/her/its professional activity provided by the Lawyer or the Firm at the time of registration (the “Profile”). The Company may contact the Lawyer or the Firm by telephone or other means for the purpose of confirming the registration and the content of the Profile.
3.6 Once the Profile has been created, the Company shall send to the Lawyer or the Firm an email confirming registration, and including a login and password (the “Identification Codes”) to access the Lawyer’s Account or the Firm’s Account (as applicable). In the body of the email, the Lawyer or the Firm will be invited to validate their Profile on the Website. Upon entering the Identification Codes into the Website, the Lawyer or the Firm shall re-confirm their agreement to the content of the Profile and these Terms, including explicit affirmation via a tick box stating “I have read, and I accept the Terms of Services”.
3.7 The Lawyer or the Firm will be able to publish their Profile online and make it public once they have clicked the “accept” button to agree to the Terms on the Website. On acceptance, the Lawyer or the Firm will also be able to modify and personalise their Profile by accessing their Account online.
3.8 The Lawyer or the Firm shall treat the Identification Codes, or any other piece of information provided as part of the Company’s security procedures, as confidential information. The Lawyer or the Firm must not disclose the Identification Codes to any third party. All acts performed under a Lawyer’s or Firm’s Identification Codes will be treated as having been performed by the Lawyer or Firm (as applicable).
3.9 In the event that a Lawyer or the Firm forgets his password or identifies unauthorised use of his/her/its Identification Codes by another person, the Lawyer or the Firm must immediately inform the Company. The Company will process a Lawyer’s or Firm’s request for new Identification Codes as soon as reasonably practicable and send the new Identification Codes by email after verifying the Lawyer’s or Firm’s identity.
3.10 The Company shall have no liability for any loss or damage caused by any actions carried out using a Lawyer’s or Firm’s Identification Codes and/or for any misuse of the Identification Codes by any person.
3.11 The Company reserves the right to suspend access to any Account, for security reasons or otherwise, at any time.
4. ACCESS AND DESCRIPTION OF THE SERVICE
The first part of this clause relates solely to Clients.
4.1 Clients may make use of the Services by accessing the Website at http://www.qredible.co.uk. The Services allow a Client to search for a Lawyer or a Firm by location and to determine a Lawyer’s or Firm’s professional suitability for a given matter by reviewing the Profile.
4.2 Following the provision of certain information in accordance with clause 3.2, the Services allow a Client to contact a Lawyer or a Firm directly via the ‘send a message’ module. Any message sent to a Lawyer or a Firm via the ‘send a message’ module is sent immediately, and without the exercise of any control or prior validation by the Company.
4.3 The Client is solely responsible for the accuracy and/or legality of any content sent to a Lawyer or a Firm using the ‘send a message’ module.
This part of this clause relates solely to Lawyers or Firms.
4.4 In order to access the Service, the Lawyer or the Firm must log into his Account by entering his/her/its Identification Codes on the Website.
4.5 The Services enable the creation, editing, referencing, publication and posting of the Profile on the Website, through which the Lawyer or the Firm may publish and disseminate information about his/her/its professional activity as a lawyer and/or on the law firm in general.
4.6 The Profile is divided into several modules (the “Modules”):
Presentation module: allowing the presentation of the activities of the Lawyer or the Firm;
Training module: allowing the information of the Lawyer’s or the individual lawyers at the Firm’s academic/educational background;
Information module: providing information on the place of practice of the Lawyer or the Firm and other useful information;
Hourly rate module: publishing the fee schedule and the billing process of the Lawyer or the Firm;
Spoken languages module: providing information on the working languages of the Lawyer or the individual lawyers at the Firm;
Key figures module: allowing, if necessary, to present all the members of the law firm; and
Website module: to publish a direct link to the Lawyer’s or the Firm’s personal website.
4.7 The Services may also allow the Lawyer or the Firm to have a billing management tool for their Clients on the Website. This service allows the Lawyer or the Firm to create a payment area through which they can send invoices directly by email to their Clients, along with a link to proceed to payment via credit card. The creation of this payment area is done by the provision of certain information, including the provision of the relevant bank details associated with the Account on which the Lawyer or the Firm wishes to be settled.
The remainder of this clause relates both to Clients and Lawyers or Firms.
4.8 The Services allow Clients and Lawyers or Firms to electronically sign any written agreement that may be agreed between the parties.
5. LAWYER OBLIGATIONS
This clause relates solely to Lawyers or Firms.
5.1 In order to be considered qualified to make use of the Services (“Qualified”), the Lawyer or the lawyers of the Firm must:
(a) notify the Company of his/her regulatory status and their supervising regulator or body; and
notify the Company of the level of professional indemnity insurance the Lawyer or the Firm has in place from time to time.
5.2 The Company reserves the right to terminate the agreement without notice if it has reason to believe that the Lawyer or the lawyers of the Firm is/are not Qualified pursuant to clause 5.1. The Lawyer or the Firm shall notify the Company as soon as he/she or one of its lawyers is no longer considered Qualified.
5.3 The Lawyer and the Firm acknowledges that the Company does not exercise control over any content or information posted by the Lawyer or the Firm to the Website, either when it is first posted online or when it is subsequently modified.
5.4 The Lawyer and the Firm is solely responsible for the accuracy and legality of the content he publishes and validates prior to it being posted by the Company on the Website.
5.5 The Lawyer and the Firm undertakes to inform the Company by any written means (postal mail or email) of any change relating to their identification information and in particular any change to their email address. In the event that the Lawyer or the Firm can no longer receive emails sent by the Company during the period of use of the Services due to a delay in the Lawyer or the Firm updating the identification information, the Company shall not be held responsible and shall accept no liability, in particular when concerning notification of any changes made to these Terms.
6. YOUR CONDUCT
6.1 By using the Website and/or the Services, you agree not to:
- upload, post, e-mail or otherwise send or transmit any material that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;
upload, post, e-mail or otherwise send or transmit any material that contains viruses, trojan horses, worms or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services or the Website;
interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms of Service;
attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardise the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website;
attempt to gain access to secured portions of the Website to which you do not possess access rights;
impersonate any other person while using the Services or Website;
conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website;
resell or export the software associated with the Website;
use the Website to generate unsolicited advertisements or spam; or
use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website.
6.3 You must not misuse the Website by knowingly introducing viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
The remainder of this clause 6 relates to Lawyers and Firms only.
6.4 In making use of the Services, the Lawyer and the Firm shall not transmit incorrect or false information, as determined in the Company’s sole and absolute discretion. In the event that a Lawyer or the Firm transmits such incorrect or false information, the Company reserves the right to cancel the Lawyer’s or the Firm’s access to the Services and it’s Account.
6.5 The Lawyer or the Firm shall refrain from publishing on the Website internet links to pages containing and/or reproducing content contrary to the provisions of these Terms and in particular those of this clause.
7. OUR RIGHTS
7.1 In providing you with access to the Website and/or the Services, the Company reserves the following rights, and in accessing, browsing or otherwise using the Website you grant to the Company and agree that we shall have the following rights:
the right to refuse or withdraw your access to the Website in accordance with applicable laws for any reason at any time (with or without notice) if in the Company’s sole and absolute discretion you violate or breach any of these Terms of Service;
the right to amend or update the Website, fees, billing methods or these Terms of Service from time to time;
the right without notice to remove content, materials or your Account for any reason whatsoever in our sole and absolute discretion, including without limitation content and materials which are unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third-party rights, and your Account if it is used to propagate any such content or materials;
the right to access your Account in order to respond to your requests for technical support so long as we maintain appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data; and
the right to terminate without notice your Account and delete any associated data if your Account has been inactive or disabled for ninety (90) days or more.
8. WORKING WITH LAWYERS AND FIRMS
This clause applies to Clients only.
8.1 The Client acknowledges that the Services may enable or assist it to purchase legal services from Lawyers or Firms and that it does so solely at its own risk.
8.2 The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to:
the accuracy, appropriateness or legality of any information on a Lawyer’s or a Firm’s profile including without limitation their qualifications or the suitability for any purpose; and/or
the legal services provided by, or correspondence with, any such Lawyer or Firm, or any transactions completed, and any contract entered into by the Client, with any such Lawyer or Firm.
Any contract entered into and any transaction completed with any given Lawyer or Firm is between the Client and the relevant Lawyer or Firm, and not the Company. The Company recommends that the Client enters into a formal agreement with the Lawyer or the Firm prior to using its services.
8.3 By allowing Clients to access the contact details of Lawyers or Firms through the Website as part of the Services, the Company does not endorse or approve any given Lawyer or Firm. Accordingly, the Company has no liability for any defects in the performance of any services or any breach of any agreement by a Lawyer or a Firm.
9. INTELLECTUAL PROPERTY
9.1 The Company and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, and content made available through the Website. The Website is protected by UK and international copyright and other intellectual property laws. All such rights are reserved.
9.2 The Company permits you to use the Website for your own personal and commercial use subject to these Terms of Service and grants you a limited licence solely for that purpose.
9.3 Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) without the Company’s prior express written consent.
9.4 Any unauthorised use of the Website will result in the automatic termination of the limited licence granted by us. The Company reserves the right to terminate the limited licence without notice at any time following an unauthorised use by you of the Website.
9.5 The Company and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of the Company. They may not be used without the Company’s prior express written permission.
9.6 All other trademarks not owned by the Company that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by the Company.
The remainder of this clause applies to Lawyers or Firms only.
9.7 The Lawyer or Firm remains the sole owner of all intellectual property rights in the content that he/she/its publishes and disseminates on or via the Website via his Profile.
9.8 The Lawyer or the Firm agrees that the Company is free to use any content, information or ideas published on the Website, and grants the Company a non-exclusive licence to use, represent and reproduce to the public from the Website, or by any other means, distribute and even modify the content, insofar as it is necessary for the provision of the Services, as determined in the Company’s sole and absolute discretion.
10.1 Whilst we have implemented GDPR compliant technical and organisational measures to secure your personal data from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures.
10.2 The processing of data through an API module owned by a Third-Party Company and integrated with the Website is subject to the security measures implemented by the given Third-Party Company. The Company shall accept no liability for breach of any Third-Party Company’s security measures.
10.3 You acknowledge that you provide your personal data at your own risk.
11. ELECTRONIC COMMUNICATIONS
11.1 By downloading and/or using the Website and/or material provided through the Website, you consent to receiving electronic communications and notices from the Company.
11.2 You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
13. USE OF INFORMATION SUBMITTED
You agree that the Company is free to use any comments, information or ideas contained in any communication you may send to the Company without compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or Website or other products or services. For the avoidance of doubt, all such information will be deemed by the Company to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.
14.1 The Website and Services are free to use for Clients. Clients may have to pay any Lawyer or Firm who they instruct via the Website. This is a private matter between the Client and the Lawyer or Firm.
The remainder of this clause applies to Lawyers or Firms only.
14.2 The price applicable for the Services is the price communicated by the Company at the time of the registration of the Lawyer or the Firm with the Website under the conditions of this agreement (or communicated to the Lawyer or the Firm prior to any Automatic Renewal Date), and shall correspond to one of the following categories, each of which shall command a different price:
where a given Lawyer or lawyers of a Firm is five (5) or more years qualified; or
where a given Lawyer or lawyers of a Firm is less than five (5) years qualified.
14.3 In the event that on the Automatic Renewal Date the Lawyer or the Firm is less than five (5) years qualified, the relevant tariff which shall apply shall be that for the year following the Automatic Renewal Date.
14.4 The Company reserves the right to modify its prices at any time by giving notice to the Lawyer or the Firm by email. Any modification in pricing shall take effect on the next Automatic Renewal Date.
14.5 In the event that the Lawyer or the Firm does not wish to pay the new rates, they will be free to terminate the existing contract, before the automatic renewal of their Subscription according to the deadlines as set out at clause 18.
14.6 The price is indicated in GBP (£) and corresponds to the payment for the Services by the Lawyer or the Firm for a minimum period of 12 months from the effective date of the contract, i.e. on the date of publication of the Profile.
14.7 Payment for the Subscription may be made in full at once, or in twelve (12) monthly instalments, by the following means:
by credit card after the submission of the Lawyer’s or the Firm’s banking information by one of the Company’s sales representatives by telephone;
by credit card after the submission of the Lawyer’s or the Firm’s banking information by mail to one of the Company’s sales representatives; or
by direct debit directly to the bank account of the Lawyer or the Firm, who will have transmitted to the Company their IBAN number by telephone or email.
14.8 The Lawyer or the Firm undertakes to provide complete banking information and to keep information up to date to avoid payment failures. The Lawyer represents and warrants to the Company that it has the necessary authorisations to use the bank account chosen at the time of the validation of its Subscription and that the supplied bank account details allow access to sufficient funds to cover all costs resulting from the Subscription.
14.9 The first payment will be made on the date the Profile is accessible on the Website by Users.
14.10 The Company shall be permitted to charge interest at a rate of 5% per month on any late payment, as well as an indemnity for recovery of costs of £40 for each late payment due. In the event of any delay in payment by a Lawyer or a Firm following delivery of a formal notice for payment, the Company may, in its sole and absolute discretion, immediately terminate the Subscription. The Lawyer or the Firm shall be liable to account to the Company for outstanding instalments inclusive of VAT until the end of the relevant 12-month contractual period.
14.11 Each transaction between the Lawyer or Firm and the Company will be invoiced by email to the email address provided by the Lawyer when registering pursuant to this clause 14.
15. LIMITATION OF LIABILITY AND NO WARRANTY
15.1 Nothing in these Terms of Service excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
15.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.
15.3 In no event shall the Company, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, the Website; or
use of or reliance on any content displayed on the Website.
15.4 Please note that in particular, the Company, its shareholders, directors, officers, employees and/or agents will not be liable for:
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
15.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
15.6 The Company’s total liability to any Client in all cases is limited to £100.00. The Company’s total liability to any Lawyer or Firm is limited to the price of the annual or monthly subscription that a Lawyer or Firm has fully paid to the Company.
15.7 From time to time you may use or access services, promotions and websites of third parties. In using or accessing third-party services, promotions and websites, you agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.
15.8 You acknowledge and agree that the Company is not responsible for the accuracy of any information published on the Website by any User and does not warrant that any information appearing on the Website is accurate, true or complete. If you believe that any information appearing on the Website is incorrect, you should inform the Company of the information that you consider to be inaccurate and/or inform the Company or other User who posted the information that you consider it to be inaccurate. The Company specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.
15.9 The Company makes no representation that content on the Website is appropriate or available at locations outside of the United Kingdom. By accessing the Website from outside the United Kingdom, you represent and warrant to the Company that your use of the Website is in compliance with all applicable local laws.
The remainder of this clause applies to Lawyers only.
15.10 Through the Website, the Company may allow any given Lawyer or Firm access to a support tool to:
send invoices to its customers, so that they can ensure payment by credit card; and
manage receipts or payments directly via the Website.
15.11 The Company's role is in no way to guarantee to the Lawyer or the Firm the proper payment of invoices sent by the Lawyer or the Firm to his/her/its Clients via the Website pursuant to clause 15.10. The Company can in no way be held responsible for any defect in the payment of invoices sent by the Lawyer or the Firm to his/her/its Clients via the Website.
You agree to indemnify and hold the Company, its shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Services and/or Website or your violation of any law or the rights of any third-party.
17.1 You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Services, the Website, the Company’s advertising or any related transaction between you and the Company shall be governed by and construed in accordance with English law.
17.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
18.1 The Company may change or discontinue the Services and/or Website at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that you violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against you). In the event of any termination, you will immediately cease use of the Services and Website.
The remainder of this clause applies to Lawyers only.
18.2 The Lawyer or Firm may at any time decide to close his/her/its Profile which shall result in the definitive deletion of his/her/its Account and all the data attached to his/her/its Profile.
18.3 The Lawyer or Firm does not have the option to terminate his subscription to the Services (but can delete his/her/its Profile) before the end of the contract, i.e. before the expiry of the period of twelve (12) months from the publication of his/her/its Profile.
18.4 Should the Lawyer or the Firm not wish to renew the Subscription, he/she/it shall inform the Company by email at email@example.com or by registered mail to the registered office of the Company no later than fifteen (15) working days prior to the Automatic Renewal Date.
19.1 These Terms of Service are agreed between you and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999.
19.2 If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
19.3 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
19.4 Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
19.5 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under these Terms of Service without our prior express written consent. The Company may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under these Terms of Service.
19.6 The provisions of these Terms set out the entire agreement between the User and the Company. They prevail over any proposal, exchange of letters before and after the conclusion of the present, as well as on any other provision appearing in the documents exchanged between the parties and relating to the subject of the present ones, except an amendment duly signed by the representatives of the two parties.
19.7 These Terms of Service, their subject matter and its formation (and any non-contractual disputes or claims) are governed by the law of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.