Corporate Account Terms & Conditions

Corporate Account Terms & Conditions

This Agreement is made the day set out below by and between:

1. Worldline UK Limited (registered no. 8514184) whose registered office is situated at
Mid City Place, 71 High Holborn, London WC1V 6EA, trading as redspottedhanky ("Worldline");

and

2. The Account Holder (as defined below) and whose registered office and other details can be found in the Application (as defined below),

each a "Party" and together the "Parties".

WHEREAS

A. Worldline carries on the business, inter alia, of the retailing of Rail Products (as defined below) and provides the ability for certain approved customers to open a corporate account facility for the purchase of such Rail Products; and
B. The Account Holder wishes to open such corporate account facility and Worldline and the Account Holder agree to the terms and conditions applicable to such corporate account facility as set out in this Agreement.

Please read this Agreement carefully. By clicking on the appropriate button below the Account Holder is agreeing to be bound by the terms of this Agreement.


NOW THE PARTIES HEREBY AGREE AS FOLLOWS:


1. Interpretation and Definitions

1.1 In this Agreement, unless the context requires otherwise the following terms shall have the following meanings:

"Account Holder" means the limited company, partnership, limited liability partnership, sole trader or other legal entity as detailed in the Application and in whose name the Corporate Account is being established;

"Account Limit" means the upper limit agreed by Worldline from time to time which defines the limit of the debit balance associated with the Account Holder's Corporate Account;

"Account Transaction" means the process undertaken via mobile phone or internet by which a User purchases Rail Products in exchange for a payment debited to the Corporate Account in accordance with this Agreement;

"Administrator" means an individual who has been given administrator rights at the Account Holder's request and at Worldline's discretion in addition to the Account Holder;

"Agreement" means this agreement concluded between the Account Holder and Worldline upon Worldline's acceptance of the Account Holder's Application and the Account Holder's acceptance of these terms, which shall include:

(a) the Application and the information supplied by the Account Holder in the Application for the Corporate Account;
(b) these Corporate Account Terms and Conditions;
(c) Worldline's terms and conditions for Users (all of which can be found at
http://www.redspottedhanky.com/terms-and-conditions/);
(d) Worldline's Corporate Account privacy policy (which can be found at
https://redspottedhanky.com/policies/privacy-policy-data-protection-policy/);
(e) Worldline's charges which are outlined at www.redspottedhanky.com and which may be altered by Worldline from time to time; and
(f) the charges for and terms and conditions of the service supplied by RDG from time to time which will normally be referenced at the point of purchase (which can be found at
http://www.redspottedhanky.com/terms-and-conditions/).

"Applicant" means the individual whose details have been given in the Application for the Corporate Account and who thereby holds master administrator rights to the Corporate Account;

"Application" shall have the meaning ascribed to it in Clause 2.1;

"Associated Company" shall mean any subsidiary for the time being of a party or the holding company of such party or any subsidiary of any such holding company and the expressions "subsidiary" and "holding company" shall have the meanings ascribed to them by Section 1059, Companies Act 2006;

"RDG" means the Rail Delivery Group;

"RDG Licence" shall have the meaning ascribed to it in Clause 9.5;

"Bank" means such bank as used by Worldline from time to time in relation to the Corporate Account facility;

"Business Day" means any day, excluding a Saturday or Sunday, on which banks in London are open for business;

"Confidential Information" shall mean all information disclosed by Worldline to the Account Holder (in whatever medium including in written, oral, visual or electronic form and whether directly or indirectly) which is marked or notified to the Account Holder as being confidential, together with any other information which in the normal course of business would be considered to be of a confidential nature;

"Corporate Account" means the facility, which is administered by Worldline and/or the Bank that allows Users to undertake Account Transactions;


"Force Majeure Event" shall have the meaning ascribed to it in Clause 10;

"HelpDesk" means the helpdesk provided by Worldline to assist the Account Holder and/or Users with queries they may have in relation to the Website, the purchase of Rail Products, the Corporate Account and/or the Service;

"Intellectual Property Rights" means all patents, trademarks, registered designs (and any applications for any of the foregoing), copyright (including rights in software object code and source code), rights in the nature of copyright, moral rights, semi-conductor topography rights, database rights, unregistered design rights, rights in and to trade marks, trade names, business names, domain names, product names and logos, inventions, databases, discoveries, know-how and any other intellectual or industrial property rights in each and every part of the world together with all applications for registration of any such rights and the right to apply for registration, and all renewals, revisions and extensions of such registrations;

"Log-in" means a unique user name and password combination, which Worldline will send to the Account Holder and/or the Administrators. These two elements of information must be securely held by the Account Holder and the Administrators and are to be used as a means of user identification and verification when accessing the Corporate Account;

"Permitted Recipient" means the Account Holder's auditors and other professional advisers, insurers, and the directors, officers, employees of the Account Holder or any of these;

“Personal Data” means information provided by the Account Holder and/or Users in connection with Your Account and which can identify the Account Holder and/or Users as individuals;

"Rail Products" means all rail products retailed by Worldline through the Website. For the avoidance of doubt, the parties agree that for the purposes of the calculation of the aggregate value of rail products purchased (and therefore the value of Account Transactions), the total basket value of the rail products purchased shall be used;

"RSP" means Rail Settlement Plan Limited;

"Services" means the services provided by Worldline in relation to the Corporate Account (including the HelpDesk);

"Statement" shall have the meaning ascribed to it in Clause 5.4;

"User" means the Account Holder and the Account Holder's authorised employees (including any Administrator); and

"Website" means Worldline's website "www.redspottedhanky.com" or such other website(s) as specified by Worldline from time to time.


1.2 In this Agreement, unless the context otherwise requires:

1.2.1 any reference to a "Clause" is a reference to a clause to this Agreement;

1.2.2 headings have been included for convenience only and shall not be used in construing any provision herein;

1.2.3 any reference to the masculine shall include the feminine and any reference to the singular shall include the plural and vice versa in each case;

1.2.4 any reference to a statute, statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order in force from time to time; and

1.2.5 the rule known as the ejusdem generis rule shall not apply nor shall any similar rule or approach to the construction of this Agreement.

1.3 This Agreement may be translated into any other language but in the event of any conflict or inconsistency in interpretation, this English language version shall take precedence.

 

2. Applying for a Corporate Account


2.1 To apply for a Corporate Account, the Account Holder must fill out an online application form and a direct debit mandate ("Application") and accept the terms of this Agreement. Worldline will notify the Account Holder of Worldline's acceptance or rejection of the Account Holder's Application.

2.2 A Corporate Account will be provided to the Account Holder, at Worldline's sole discretion, and subject to compliance by the Account Holder, the Administrators and the Users with this Agreement.

2.3 Worldline reserves the right to modify these Corporate Account Terms and Conditions and/or the Service upon ten (10) Business Days' prior written notice to the Account Holder. The Account Holder will be notified of such modifications through a newsletter or by e-mail. If the Account Holder does not notify Worldline in writing of any objection to any modifications within ten (10) Business Days of the date of such notice, the Account Holder shall be deemed to have accepted such modifications and the amended Corporate Account Terms and Conditions shall become effective. If the Account Holder does not accept the modifications to the Corporate Account Terms and Conditions and/or the Service the Agreement will automatically terminate and the Account Holder must immediately cease its use of both the Corporate Account and the Service.

2.4 Worldline shall be entitled to modify the Agreement (save for the Corporate Account Terms and Conditions which shall be modified in accordance with Clause 2.3), the goods and services (including the Rail Products and any prices relating thereto) and the Website at any time at its absolute discretion without prior notice and without any liability to the Account Holder or the Users. Such modifications shall be deemed to be effective on the date they are made. It shall be the Account Holder's responsibility to regularly check the Website for any such modifications.

 

3. The Corporate Account


3.1 The Corporate Account allows the Account Holder to debit the purchase of Rail Products up to the Account Limit.

3.2 The debit balance on the Account will rise and fall within the pre-agreed Account Limit which will be agreed by Worldline at the time of opening the Corporate Account. If at the time of completing the Application for the Corporate Account the Account Holder has specifically requested the option of having its Account Limit assessed for increase by Worldline, from time to time, Worldline may unilaterally increase the Account Limit as the Account Holder's Corporate Account activity may suggest up to the maximum limit agreed by the Worldline at the time.

3.4 Worldline reserves the right to reduce the Account Limit, suspend the Corporate Account or terminate this Agreement at any time, at its sole discretion, where it believes that there may be a credit risk.

 

4. Usage


4.1 The Corporate Account may be used only by Users.

4.2 The Corporate Account is valid from the moment that a valid Log-in has been issued to the Applicant until the Agreement is terminated or the Corporate Account or the Service is suspended for whatever reason. If Worldline allows an Account Transaction after the Corporate Account has been closed or suspended by Worldline, this does not mean that Worldline has extended the validity of the Corporate Account.

4.3 It is important that the Corporate Account is not used fraudulently. The Account Holder and all Administrators must:

a) take proper care of the Log-ins that give access to the Corporate Account and do everything that is necessary to prevent it from being compromised and/or used wrongfully;

b) ensure that any record of the Account Holder's password is kept separate from the username and in a safe place; and

c) do not allow anybody to obtain knowledge of the Log-ins.

4.4 The Account Holder must notify Worldline immediately of any known or suspected improper or wrongful use of the Log-ins, the Corporate Account and/or of the Service in any way whatsoever.

4.5 When the Account Holder, the Administrators and/or Users undertake Account Transactions using the Corporate Account they do so at their own risk and Worldline shall not be liable for any penalty charges, fines, legal actions, actions by certificated bailiffs or other impositions resulting from the erroneous use of the Corporate Account.

4.6 Worldline shall not in any way be liable to the Account Holder if Worldline refuses to authorise any attempt to use the Corporate Account.

 

 

5. Fees and Charges


5.1 Worldline shall debit the Corporate Account monthly with:

a) the aggregate sum of the Rail Products purchased using the Corporate Account in the preceding month (i.e. with the aggregate value of all Account Transactions);

b) any tariffs, fees and/or charges levied by RDG and/or RSP;

c) any Worldline standard fees and other fees and charges payable from time to time (if any); and

d) any Bank fees or charges and any other charges associated with the Corporate Account; and

e) any VAT and/or any other taxes or levies chargeable, which are in accordance with relevant regulations or prescribed by law in force at the time of making the supply.

f) First Class postage is charged at £1 per transaction.

g) Next Day Delivery is charged at £10 per transaction.

All fees and charges may be subject to change at Worldline's sole discretion.

 

5.2 Worldline shall credit the Corporate Account monthly with:


a) any refunds made by Worldline in relation to any Account Transactions.

5.3 The Account Holder authorises Worldline (which authorisation may not be cancelled other than by Worldline's confirmation of the closure of the Corporate Account) to make the necessary entries to effect the debits and credits set out in Clauses 5.1 and 5.2 and at Worldline's sole discretion to reverse these entries when appropriate.

5.4 Worldline will issue the Account Holder with a statement of activity ("Statement") setting out the details of each Account Transaction (i.e. date, time, a description of the Rail Products purchased and value (excluding and including VAT) of each Account Transaction) that has taken place during the preceding month, the extent and nature of any fees or charges made by Worldline to the Corporate Account, any credits which have supplemented the balance of the Corporate Account, as well as the total debit balance on the Corporate Account. The Statement shall be issued via email to the Account Holder on the day following the last day of each calendar month. The Account Holder shall also be able to view Account Transactions through the Website portal.

5.5 It is important that the Account Holder regularly checks the Statements of activity to determine if they are correct. If the Account Holder disputes any item or transaction in a Statement it must write to Worldline within thirty (30) days of the date of the item or transaction, recording its dispute, so that Worldline can investigate the complaint properly and make the necessary enquiries. The relevant and detailed transaction records are only available for a limited time.

5.6 All sums owing to Worldline by the Account Holder as shown in the Statement referred to in 5.4 above shall be paid by means of the direct debit mandate included in the Application. The debit shall be enacted on the 12th of each month or on the next Business Day thereafter. All payments shall be made in Pounds Sterling.

5.7 If payments are not cleared by the Account Holder's bank under 5.6 above on the first presentation Worldline shall have the right to place a stop on the Corporate Account and the Corporate Account shall then be closed and the Agreement will terminate with immediate effect.

5.8 The Account Holder may not attach any conditions whatsoever to any payment made to Worldline. If the Account Holder attaches any conditions, Worldline shall have the right to accept the Account Holder's payment and exercise Worldline's rights under this Agreement as if the Account Holder has not attached any condition.

5.9 Regardless of the process of payment, all risk of payment will be borne by the Account Holder whether or not it is caused by Worldline's negligence or that of any of Worldline's employees.

5.10 Worldline shall have the right to interest on any amounts due under this Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.

5.11 Each party shall be responsible for taxes based on its own net income, employee taxes (including any social taxes) based on employment remuneration as required by law, and for taxes on any property it owns or leases.

 

6. Warranties


The Account Holder's Warranties

6.1 The Account Holder represents and warrants that:

6.1.1 it has full power and authority to enter into this Agreement, to open the Corporate Account and to receive the Service;

6.1.2 it is and shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement;

6.1.3 all information furnished to Worldline is true and accurate. The Account Holder must notify Worldline immediately of any changes in the information by updating such information on the Website Service pages or by notifying Worldline in writing. If the Account Holder is a limited company Worldline must be provided with the Account Holder's full registered name, company registration number, registered office address, trading address if different and VAT number if registered.

6.1.4 it understands and appreciates the risks and costs inherent in this Agreement, and the rights and obligations of the Account Holder under this Agreement;

6.1.5 that the Users have been and will continue to be made aware of and understand the terms of this Agreement and shall comply with the terms of this Agreement.

6.2 The Account Holder agrees to defend, indemnify and hold Worldline and its Associated Companies harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable legal fees) arising from or in connection with any breach of these warranties.


Worldline's Warranties

6.3 Worldline warrants that it has full power and authority to enter into this Agreement.

6.4 Worldline expressly disclaims any and all warranties of any kind or nature to the fullest extent permitted by law, whether express, implied or statutory, relating to the Rail Products, the Website, the Corporate Account and/or the Service, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose. In addition, Worldline makes no representation or warranty, the Corporate Account, the operation of the Service, or Worldline's procedures and systems for tracking Account Transactions made will be uninterrupted or error-free, and Worldline will not be liable for the consequences of any interruptions or errors.

 

7. Limits on Worldline's Liability


7.1 Worldline shall have no liability to the Account Holder (whether by way of contract, tort (including negligence), indemnity or otherwise) for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise):

7.1.1 loss of revenue;

7.1.2 loss of actual or anticipated profits (including loss of profits on contracts);

7.1.3 loss of actual or anticipated savings;

7.1.4 loss of business;

7.1.5 loss of contracts;

7.1.6 loss of operating time and loss of use;

7.1.7 loss of goodwill;

7.1.8 loss of reputation;

7.1.9 loss of, damage to, or corruption of data, systems, programs or electronic records nor the cost of reconstituting the same;

7.1.10 interruptions in the accessibility to the Corporate Account, the Website and/or the Service;

7.1.11 defects in the security system or viruses or other harmful software components in Worldline's Service and/or Website or for any damage caused by viruses or components of the Website and/or the Service to the Account Holder;

7.1.12 losses caused as a result of any person gaining unauthorised access to the Corporate Account, to any Log-in supplied or to any information in respect of the Corporate Account;

7.1.13 any errors or omissions in the Website content; or

7.1.14 delays, losses, errors or omissions resulting from the failure of a mobile network or other data transmission system or the failure of a central computer system or part thereof; or

7.1.15 any type of special, indirect or consequential loss, damage, injury or expense, howsoever caused (including, for the avoidance of doubt where such loss, damage, injury or expense is of the type specified in this Clause 7.1).

7.2 Except as provided in Clause 7.3, Worldline's total aggregate liability to the Account Holder (whether by way of contract, tort (including negligence), indemnity or otherwise) under or in connection with this Agreement shall not exceed one hundred pounds (�100.00).

7.3 In any event, Worldline does not exclude or limit liability in respect of:

7.3.1 death or personal injury attributable to negligence;

7.3.2 fraud or fraudulent misrepresentation; or

7.3.3 any liability that cannot be excluded or limited at law.

7.4 Save as expressly stated in this Agreement, all conditions, terms and undertakings whether implied, statutory or otherwise in respect of the Website, the Services, the Rail Products and the Corporate Account or any part thereof are hereby excluded to the extent permitted at law.

7.5 The exclusions and limitations of liability set out in this Agreement shall exclude and limit all of Worldline's liability to the Account Holder in respect of all matters arising out of or in connection with this Agreement whether in contract, tort (including but not limited to negligence), for breach of statutory duty or otherwise.

 

8. Indemnity


8.1 The Account Holder agrees to defend, indemnify and hold Worldline and its Associated Companies harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable legal fees) arising from or in connection with:

8.1.1 death or personal injury attributable to negligence;

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 breach of confidentiality;

8.1.4 breach of any law, rules and/or regulations (including any data protection laws);

8.1.5 any loss of or damage to Worldline premises, property or assets (including technical infrastructure, assets or equipment) caused by any act or omission of the Account Holder;

8.1.6 any infringement or alleged infringement of Worldline's and/or any third party Intellectual Property Rights by the Account Holder or any breach of any licence granted by Worldline and/or any third party;

8.1.7 the breach of any third part rights relating to the Account Holder's misuse of the Corporate Account and/or of the Service;

8.1.8 the improper or wrongful use of the Log-ins, the Corporate Account and/or of the Service in any way whatsoever;

8.1.9 any incorrect information given to Worldline by the Account Holder or on its behalf;

8.1.10 the Account Holder's breach or non-compliance with its obligations or warranties under this Agreement or any other negligent, wrongful or wilful act or omission of the Account Holder, including without limitation the Account Holder's improper, negligent or unauthorised use of Worldline's Service and/or the Corporate Account;

8.1.11 all loss, destruction, corruption, degradation, inaccuracy or damage to any Worldline data or to any third party data or any technical problems caused by any act or omission of the Account Holder; and

8.1.12 any third party claims made against Worldline or its Associated Companies as a result of the Account Holder's acts or omissions.

 

9. Term and Termination


9.1 This Agreement shall come into force upon the acceptance by Worldline of the Account Holder as an account holder and shall remain in effect until terminated in accordance with its terms.

9.2 Either party may terminate this Agreement with immediate effect at any time by providing the other party with thirty (30) days written notice.

9.3 Either party may terminate this Agreement forthwith by written notice to the other party without incurring liability for such termination if any of the following occur:

9.3.1 the other party commits a breach of any material obligation of this Agreement which cannot be remedied or commits a breach of a material obligation which can be remedied and fails to remedy it within thirty (30) calendar days of receiving a written notice requiring it to be remedied;

9.3.2 an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of that other party;

9.3.3 the other party convenes a meeting of its creditors or a proposal is made for a voluntary arrangement or for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors, or another arrangement of similar import;

9.3.4 the other party becomes subject to an administration order;

9.3.5 the other party goes into liquidation or ceases to carry on its business (in both cases except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by and assume the obligations imposed on that other party under this Agreement);

9.3.6 the other party, being an individual or where the other party is a firm, any partner in that firm, becomes bankrupt or a petition is presented for such bankruptcy or if the other party or any such partner has a receiving order or administration order made against him; or

9.3.7 anything analogous to the foregoing occurs under the law of any jurisdiction in relation to the other party.

9.4 Worldline is entitled to terminate this Agreement and/or suspend the Corporate Account and the Service immediately without penalty if:

9.4.1 the Account Holder breaches any term of this Agreement;

9.4.2 the Account Holder acts fraudulently or illegally in any way;

9.4.3 Worldline perceives there may be a credit risk;

9.4.4 the Bank, for any reason whatsoever, requires Worldline to do so;

9.4.5 the Account Holder fails to pay any amount due to Worldline under this Agreement within the timescales specified; or

9.4.6 the Account Holder does not accept the modifications to the Corporate Account Terms and Conditions and/or the Service in accordance with Clause 2.3;

9.4.7 the Corporate Account has not been used by the Account Holder for a period of three (3) months.

Nothing in this Clause shall prevent Worldline taking immediate action to close or suspend the Corporate Account without notice and at Worldline's sole discretion.

9.5 This Agreement is conditional upon Worldline obtaining and maintaining a licence from RDG to retail tickets for travel on the railway within Great Britain ("RDG Licence") and allowing the arrangement with the Account Holder contemplated herein to go ahead. In the event that RDG does not grant Worldline the RDG Licence, terminates Worldline's RDG Licence for any reason or fails to renew it upon its natural expiry, or in the event that RDG withdraws its consent to the arrangement with the Account Holder then Worldline may terminate this Agreement with immediate effect and without liability to the Account Holder.

9.6 Upon the termination or expiry of this Agreement for whatever reason by either party:

9.6.1 the Account Holder shall immediately deliver to, or dispose of as directed by Worldline any and all materials and property belonging or relating to Worldline, the Service, the Corporate Account and/or this Agreement, including all Confidential Information, and all copies of the same, then in its possession, custody or control, and shall, at Worldline's request, certify in writing to Worldline that the same has been done;

9.6.2 all rights and permissions granted by Worldline to the Account Holder under this Agreement shall cease;

9.6.3 the Account Holder shall immediately cease to use the Log-ins, the Corporate Account and the Service and must destroy all Log-ins. For the avoidance of doubt, the Account Holder shall also immediately cease to use the Corporate Account and the Service upon suspension of the Agreement and/or the Corporate Account;

9.6.4 the total outstanding balance on the Corporate Account and any other monies due to Worldline under this Agreement shall immediately become due and payable by the Account Holder in full and cleared funds.

9.7 Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

 

10. Force Majeure


Neither party shall be responsible for delays or failure to perform any of its obligations herein (other than payment obligations) resulting from acts beyond the reasonable control of such party. Such acts shall include, but shall not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failure, earthquakes or other disasters ("Force Majeure Event"). Either party may terminate this Agreement immediately and without penalty where a Force Majeure Event continues for more than sixty (60) days.

 

11. Confidentiality


11.1 The Account Holder undertakes to keep and maintain all Confidential Information in the strictest confidence and, subject to the other provisions of this Clause, not to disclose such information to any third party (other than its Permitted Recipients) without the prior written consent of Worldline. Where Worldline has given such prior written consent or a disclosure is otherwise permitted to a third party under this Clause, the third party will then be deemed to be a Permitted Recipient of the Account Holder under this Clause.

11.2 The Account Holder may only use Worldline's Confidential Information for the purposes of fulfilling its obligations under this Agreement and may only disclose such Confidential Information to its Permitted Recipients and only on a need to know basis for the purposes of this Agreement or, in the case of professional advisers, for use in their professional capacity. The Account Holder must ensure that its Permitted Recipients who receive such Confidential Information:

11.2.1 comply with the requirements of confidentiality set out in this Agreement in the same manner as if they were the Account Holder; and

11.2.2 do not cause or permit such Confidential Information to be disclosed to any third party. Worldline may require the Account Holder to verify compliance with this provision.

11.3 The provisions of this Clause 12 shall not prevent the Account Holder from disclosing any information which:

11.3.1 is required to be disclosed by operation of law or any securities exchange or regulatory or governmental body to which the Account Holder is subject wherever situated. In such circumstances, the Account Holder shall limit disclosure to the extent strictly necessary and shall give Worldline as much notice of the requirement as practicable; or

11.3.2 was properly in the possession of the Account Holder (with full right to disclose) prior to receiving it from Worldline; or

11.3.3 is or subsequently comes into the public domain other than by breach of this Agreement; or

11.3.4 was independently developed by the Account Holder; or

11.3.5 was received from a third party which was free to divulge it.

11.4 The Account Holder agrees that Worldline shall have no confidentiality obligations with respect to any information provided by the Account Holder to Worldline under or in relation to this Agreement.

 

12. Data Protection


12.1 Worldline collects, stores and uses any Personal Data in accordance with the requirements of Applicable Data Protection Law, (as defined below) and the Privacy Policy which can be found here http://www.redspottedhanky.com/policies/privacy-and-data-protection-policy/

12.2 The Privacy Policy sets out details of how Worldline collects and uses your Personal Data. You explicitly consent to the use of your Personal Data as described in the Privacy Policy.

12.3 The Account Holder agrees to defend, indemnify and hold Worldline and its Associated Companies harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable legal fees) arising out of or in connection with the Account Holder's, its Users, its contractor's or agent's breach of this Clause and in respect of any unauthorised disclosure of personal data.

12.4 For the purposes of this Agreement, Applicable Data Protection Law means any applicable law relating to the processing, privacy and use of personal data as relevant to this Agreement which include, but are not limited to, the Data Protection, Privacy and Electronic Communications (Amendments Etc) (EU Exit) Regulations 2019, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended, the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”), UK GDPR and/or any corresponding or equivalent law or regulation.


13. Intellectual Property Rights


13.1 All Intellectual Property Rights owned or controlled by a party hereto before, during or after the term of this Agreement (including any enhancements, edits, modifications, additions, versions and iterations thereof) shall remain so owned or controlled by such party.

13.2 Unless otherwise agreed in writing any Intellectual Property Rights that arise out of this Agreement or any activities conducted under this Agreement shall vest in the party that created the relevant work in which such Intellectual Property Rights subsist.

13.3 Except as expressly stated in this Agreement, no party hereto shall have any right to use or exploit the other party's Intellectual Property Rights.

13.4 The Account Holder agrees to defend, indemnify and hold Worldline and its Associated Companies harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable legal fees) arising from or in connection with the infringement or the alleged infringement or violation of any third parties rights.

 

14. Assignment


14.1 The Account Holder may not assign, transfer, novate or subcontract (in whole or in part) any of the benefit of or their obligations under the Agreement without the prior written consent of Worldline.

14.2 Worldline may, on notice to the Account Holder, assign, transfer, novate or subcontract (in whole or in part) any of the benefit of or their obligations under the Agreement to any third party without the prior written consent of the Account Holder.

14.3 Subject to the other provisions of this Clause 14, this Agreement is binding upon and shall enure for the benefit of the parties' personal representatives, assigns and successors in title.

 

15. Consent for Marketing


The Privacy Policy provides information on marketing preferences, it can be found here http://www.redspottedhanky.com/policies/privacy-and-data-protection-policy/

 

16. Severability


If any provision of the Agreement shall be found by any court to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

 

17. Waiver


The waiver or modification by either party of any term or condition of this Agreement shall not void, waive, or modify any other term or condition. The failure of either party to insist, in any one or more instances, upon the performance of any terms of this Agreement shall not be construed as a waiver or relinquishment of that party's right to such performance or to future performance of such term.

 

18. Notices


Any notice or other communication required to be given pursuant to the Agreement shall be in writing and given in English, delivered by hand or sent by pre-paid first class post or by email to the address of the other party set out in the Agreement (or such other address as may have been notified) and any such notice or other communication shall be deemed to have been served, if delivered by hand, at the time of delivery or, if sent by post forty-eight (48) hours after posting, if sent by post to an address in the same country as the sender's or five (5) Business Days later if sent by post to an address in a country different from the sender's or, if sent by email, at the time at which the communication is first stored in the other party's mailbox.

 

19. Relationship of the Parties


Nothing in this Agreement shall be taken to create any joint venture, partnership or other similar arrangement; the parties shall at all times stand in relation to each other as independent contractors. Save as otherwise provided in this Agreement, neither party is or may hold itself out to any third party as being the agent of the other.

 

20. Entire Agreement


20.1 The Account Holder and Worldline agree that this Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements, oral and written, and all other communications (whether negligently or innocently made) between the parties relating to its subject matter.

20.2 The Account Holder acknowledges that no reliance is placed on any representation, warranty, statement, undertaking or expression of opinion (whether negligently or innocently made) which is not expressly set out in this Agreement unless fraudulent. The Account Holder shall not have any right or remedy against Worldline arising out of or in connection with any such representation, warranty, statement, undertaking or expression of opinion unless fraudulent.

20.3 All warranties, conditions and other terms implied by applicable law are excluded to the fullest extent permitted by law.

20.4 Nothing in this Clause shall limit or exclude any liability or remedy for fraud.

 

21. Third Party Rights

21.1 Save as expressly stated herein, nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Contracts Act").

21.2 If a person who is not a party to this Agreement has a right to enforce any term of this Agreement by virtue of Section 1 of the Contracts Act, the Parties may (notwithstanding Section 2 (1) of the Contracts Act) vary or cancel this Agreement by agreement between them without requiring the consent of such third party.

21.3 Worldline Associated Companies shall be considered third party beneficiaries for the purposes of this Agreement.

 

22. Applicable Law


22.1 Worldline shall not be liable for the legality of the Corporate Account, Worldline's Service and/or the receipt of the in countries other than the United Kingdom. The Account Holder is solely responsible for the legality of the use of the Corporate Account, the Service, if the Account Holder is registered to Worldline's Service, the Corporate Account from a country other than the United Kingdom.

22.2 This Agreement shall be construed in accordance with and governed by the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the Courts of England in respect of any dispute, suit, action or proceedings which may arise out of or in connection with this Agreement.

22.3 Prior to the initiation of formal dispute resolution procedures, the parties shall first attempt to resolve their dispute informally. Upon the written request of either party, each party within five (5) days, will designate an authorised representative, whose task it will be to meet for the purpose of endeavouring to resolve such dispute within sixty (60) days. If the dispute is not resolved within sixty (60) days after the initial notice, then either party may proceed as permitted under applicable law as specified under this Agreement.

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