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Terms and Conditions of use of the Make The Most Of Website

 Important Legal Notice

 ATTENTION: This legal notice applies to the entire contents of the Website under the domain name www.makethemostof.co.uk (Website) and to any correspondence by e-mail between us and you. Please read these terms carefully before using the Website. Using the Website indicates that you accept these terms regardless of whether or not you choose to purchase or register with us or sell or advertise via the Website as an indpendent business or organisation. If you do not accept these terms, do not use the Website. This notice is issued by MTMO Ltd (Company)  trading as Make The Most Of a Company whose registered in England & Wales under number is 07783948 whose registered office is 32 St Asaph Business Park, St  Asaph, Denbighshire, LL17 0JA.

Agreed Terms and Interpretation

The definitions and rules of interpretation in this clause will apply to  this agreement.

Advertisement; means a purchased Website space for a digital post, content, text, product listing, directory listing or guest blog that may or may not have a link to an external website as purchased by a Subscriber , an Advertiser, MTMO Member, Seller or Third Party from the Company.

Advertiser; means a business or individual who purchases digital space on the Website from the Company to promote their product or service on the Website with or without a link to an external website, and can be a Subscriber, a MTMO Member, Seller or third party.    

Community Newdesk; means the area of the Website that allows a Subscriber, Customers, MTMO Member’s, Sellers and other approved third parties to post information and news relating to events, products, services and community events and news. This is identified as 'snippets'. 

Company; means MTMO Ltd. The Company is a provider of the Website www.makethemostof.co.uk, a Website which provides digital services, MTMO Services, on-line retail space, ecommerce, digital advertisement opportunities, PR and marketing and directory listings for businesses. A Subscriber, MTMO Member, Advertiser or Seller, may bring their Products and Services to the Website for the purposes of advertising, marketing, promoting and selling of those Goods and Services.

Customer; means a visitor to the Website who browses, reviews and/or purchases Products and Services.

Deliverable(s); means digital services, documents, formats, forms, images, photographs, information, products, online submission forms and materials developed by the Company for A Subscriber, MTMO Member, Advertiser or Seller, as agreed between the Company and the Subscriber as part of the Project and MTMO Services.

Document(s); means any document, online submission form, format in writing, any drawing, map, plan, diagram, logo, design, picture or other image, tape, disk, film, video or other device or record embodying information in any format.

Gallery; means part of the Website designated solely for the display of the Subscriber, Advertiser,  MTMO Member and/or Seller of their Products and Services and their associated business as approved by the Company and will include web pages on the Website, including Blog mentions.

Goods and Services: A Subscriber’s, goods and services to be advertised, promoted or sold via the Website.

In-Put Material; means all Documents, information and materials provided by the Subscriber, MTMO Member, Advertiser or Seller relating to the goods and services to be advertised, promoted and/or sold via the Website on behalf of the Subscriber, MTMO Member, Advertiser or Seller. This shall include photographs, text, descriptions, logos, pricing, reviews, accreditations, graphics and similar copyright material as shall be required by the Company.

Intellectual Property Rights; means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Pre-existing Material(s); means all Documents, formats, information and materials provided by the Company relating to the MTMO Services which existed prior to the commencement of this agreement.

Products and Services; means goods or services listed, advertised, promoted and/or offered for sale on behalf of the Subscriber on the Website.

Project: the provision of services, advertisements, gallery designs, text, content, images and uplift of Deliverables to the Website and elsewhere. The Project and MTMO Services will be confirmed in writing with the Subscriber as part of a Subscriber Licence Agreement.

Purchasing and Proposal Process; means the format in which the Project and MTMO Services are purchased from the Company by the Subscriber. This could be through bank transfer, paypal payment or credit card. Payments to the Company by the Subscriber could include recurring payment methods. The first payment by the Subscriber to the Company, these Terms and Conditions are deemed to be accepted by both parties for the duration of the Project. The Purchasing and Proposal Process will include written confirmation of the MTMO Service Fees and Project as agreed between the parties.

MTMO Service Confirmation Documents; means the written confirmation given to the Subscriber by the Company of the MTMO Services and Project as agreed between the parties prior to invoicing the MTMO Service Fees.

MTMO Member(s); means Subscribers.

Membership Package; means MTMO Services that have been purchased from the Company by a Subscriber.

Menu; means the system used to categorise, advertise and showcase a Subscriber’s Products and Services.

MTMO Services; means the services to be provided by the Company under this agreement as set out in the written Project Confirmation Documents and allied to the Project together with any other services which the Company provides or agrees to provide to the Subscriber, MTMO Member, Advertiser and Seller.

MTMO Service Fees: means the annual or other payments due by a Subscriber, MTMO Member, Advertiser or Seller under a Subscriber Licence Agreement as part of the chosen MTMO Services or Project or Membership Package. MTMO Service Fees are invoiced by the Company to the Subscriber, MTMO Member, Advertiser or Seller in accordance with the MTMO Services, Project or Membership Package chosen by the Subscriber. No Project or MTMO Services will commence until the payment of the agreed MTMO Service Fees. MTMO Service Fees include Membership Subscription Payments, Advertising Fees and MTMO Costs and Invoiced Company Services.

Order; means an order placed by a Customer when purchasing Products and Services from a Subscriber as listed and advertised for sale and dispatch in an eCommerce Gallery by the independent Subscriber on the Website.

Seller; means a Subscriber who advertises for sale their products and/or services on the website and who is an independent business seller who fulfils an order by dispatching goods and/or services directly to a customer in accordance wth their terms and conditions and delivery and returns policies.  

Subscriber Registration Process; Is completed when the Subscriber completes the registration &/or profile/information questionnaire as supplied by the  Company and ticks the box acknowledging acceptance of these Terms and Conditions and makes payment for the agreed Project and MTMO Services to the Company.

Subscriber; means a discrete independent business, who has purchased MTMO Services from the Company to appear on the Website and who has a separate a Subscriber Licence Agreement. A Subscriber shall permit the Website to create, display, market, promote, sell, advertise and merchandise Products and Services on behalf Subscriber who can be an Advertiser, MTMO Member and/or Seller. A Subscriber can be a person/partnership/company/business/ advertiser known and described herein as a Subscriber, MTMO Member or Advertiser and whose details are recorded and displayed in the registration process &/or any other format as provided by the Company.

Subscriber Licence Agreement; means the agreement between the Company and a Subscriber, to allow the Subscriber to have a Gallery on the Website in line with agreed MTMO Services as outlined in the MTMO Confirmation Documents.

VAT; means value added tax chargeable under English law for the time being and any similar additional tax.

Website: means www.makethemostof.co.uk 

  1.       Introduction
  2.       Licence
  3.       Customer Orders
  4.       Service Access
  5.       Visitor material and conduct
  6.       Links to and from other websites
  7.       Use of the Community Newdesk
  8.       Subscriber Licence Agreement
  9.       Registration
  10.     Disclaimer
  11.     Liability
  12.     Governing law and jurisdiction

1. Introduction

1.1.    You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register. In addition by using this Website you accept our Cookie Policy (which allows us to track your details for the purposes of marketing) and our Data Privacy Policy is available here.

1.2.    By accessing any part of the Website, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave the Website immediately.

1.3.    The Company may revise this legal notice at any time by updating this posting. You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website. All Subscribers should download a copy at the time they accept MTMO Services as confirmed in MTMO Service Confirmation Documents.

1.4.    Any clause, schedule and paragraph heading(s) shall not affect the interpretation of this agreement.

1.5.    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

1.6.    Words in the singular shall include the plural and vice versa.

1.7.    A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8.    Any obligation in these Terms and Conditions on a person or company not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. Licence

2.1.    You as a Subscriber and/or Customer are permitted to print and download extracts from the Website for your own use on the following basis:

2.1.1.  No documents or related graphics on the Website and belonging to the Company are modified in any way;

2.1.2.  No graphics on the Website belonging to the Company are used separately from the corresponding text; and

2.1.3.  That the Company's copyright, trade mark notices and this permission notice appear in all copies of proprietary material so downloaded.

2.1.4.  No document or related graphics or material must be used as duplicate copy on any other online market place or digital platform.

2.2.    Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by the Company or its licensors and associates. For the purposes of this legal notice, any use of extracts from the Website other than in accordance with clause 2.1 for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website. In the event that a breach of this nature is undertaken by a Subscriber, then their Gallery and Website page listings will be removed immediately with no refund due to them from the Company.

2.3.    Subject to clause 2.1 Customers may not reproduce the whole or any part of the Website and may not reproduce or store material in any other website or included in any public or private electronic retrieval system or service without the Company's prior written permission.

2.4.    Subscribers shall permit the Website to upload material onto their Gallery positions and Website pages as they shall so require. Subscribers may save the whole or part of their Gallery section electronically but shall not copy, reproduce, or store any other part of the Website, other than with the permission of the Company.

2.5.    All Subscribers warrant that they own, or licence any copyright material provided to the Company for the Website for uploading onto the Gallery section or the Website, and at all times warrant the accuracy of any photographs, descriptions, drawings measurements or similar data regarding the Products and Services sold, advertised or promoted on the Website.

2.6.    Subscribers shall at all times be responsible for the accuracy of pricing in their Gallery sections and Website pages, and undertake to immediately make arrangements with the Company to change or amend prices of their Products and Services in the event that they change or that the rate of VAT applicable shall change.

2.6.    In the event that no such communication is made to the Company by the Subscriber then the Subscriber is liable for any loss associated with any subsequent sale of Products and Services to a Customer.

2.7.    Subscribers shall at all times be responsible for any shipping terms that apply to Products and Services in their eCommerce Gallery and shall provide all the necessary information to make the terms of insurance, carriage and freight to Customers on the Website very clear. Any responsibility for the delivery of Products and Services sold in the Gallery area shall at all times remain with the Subscriber. Customers who buy from the Gallery area or other areas of the Website understand that they are contracting directly with the Subscriber for the delivery of the Products and Services so ordered through the Website.

2.8.    The Subscriber warrants that it shall act at all times in good faith towards the Customers and shall agree a returns and repayments policy in accordance with the Company’s procedures.

2.9.    Pursuant to the Subscriber’s Subscription Licence Agreement with the Company, the Website shall create product descriptions, designs, copyright text and graphics and attach images according to the Project and MTMO Services as agreed between the Subscriber and the Company.

2.10. The Subscriber shall only use the Gallery material pursuant to the Subscriber Licence Agreement  and in accordance with the MTM Services as agreed in the MTMO Service Confirmation Documents and where a conflict arises between the Subscriber Licence Agreement and these terms and conditions then the Subscriber Licence Agreement shall prevail. .

2.11. The Subscriber shall only provide information to the Company that is true, correct and not defamatory, prejudicial or racist and in compliance with the whole Clause 5.4 herein.

2.12. Any rights not expressly granted in these terms are reserved. 

3. Customer Orders

3.1.    Orders from Customers are only accepted from individuals over the age of 18 years.

3.2.    All Orders are subject to availability of the Products and Services from the Subscriber. In the event that Products and Services are not available, Customers will be notified by email. It is the Customer’s responsibility to ensure that orders are correctly placed and should use the Website’s and/or Subscribers up to date email and postal address for all communication.

3.3.    Products and Services purchased on the Website are subject to the Subscribers’ specific terms and conditions for the delivery, packing, shipping and warranty of Products and Services. The Website shall not be liable for the non-delivery of Products and Services howsoever arising or the Subscriber’s conditions associated with dispatch and returns. The Customer will at all times accept that any purchases for Products and services from information displayed on the Website is between them and the Subscriber, and not with the Company.

3.4.    A contract is concluded between you as Customer (when acting as a buyer through the Website), and the Subscriber (seller) once confirmation of your order is placed and the Products and Services are paid for in full.

3.5.    Payments for the Products and Services using secure credit card payment, or PayPal payments will be made via the Website or Subscribers own PayPal Account. However, this shall in no way affect your contract with the Subscriber. In the event of a purchase being made by a Customer for an Order through the Website’s PayPal payment gateway, all monies held by the Company on behalf of Subscribers from that Order, shall be monies held on trust. In the absence of negligence on the part of the Website and Company, the Website and Company shall in no way be liable for any loss you suffer if you do not receive the Products and Services so ordered from the Subscriber or if there are mistakes made by the Subscriber in processing and delivering your Order.

3.6.    As a Customer you are required to print the confirmation and any dispatch information emailed to you by the Subscriber and/or the Website. This must be retained by you and in the case of a dispute arising, you shall be required to show this to the Company and the Subscriber in order resolve questions and disputes.

3.7.    The Subscriber and the Company, as they shall so require, reserve the right to refuse to take an order from any Customer through the Website. In the event that the Company or the Subscriber and/or Seller shall so refuse to take such an Order through the Website then they shall be under no obligation to explain their decision. In any event if an Order so placed is deemed to be fraudulent by either the Subscriber or Company then it will be rejected and appropriate action taken.  

3.8.    In addition all Orders made through the Website are between the Customer and Subscriber and as such any losses arising from an Order payment transaction will be the responsibility of the Subscriber, who will be duty bound to resolve the issue directly with PayPal for any transaction clawbacks taken through their own PayPal accounts. In the event of the Website handles the order payment transaction on behalf of the Subscriber through the Company PayPal account, then the Subscriber will be required to reimburse the Company within 7 days of the notified Transaction Clawback from PayPal. 

4. Service Access

4.1.    While the Company endeavours to ensure that the Website is normally available 24 hours a day, the Company shall not be liable if for any reason the Website is unavailable at any time or for any period.

4.2.    Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.

4.3.    In particular we cannot support Subscriber’s request for amendments or Website changes to Gallery sections outside the hours of 10am to 5pm Monday to Friday. 

5. Visitor material and conduct

5.1.    Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. The Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

5.2.    As a Subscriber you agree that the Company shall at all times be permitted to use Gallery material for advertising, social media and electronic or print media campaigns. In particular this shall include all material supplied by the Subscriber as part of the Subscriber Licence Agreement.

5.3.    As Subscriber, you hereby indemnify and hold harmless the Website from any third party claims over copyright in text, photographs or designs provided.

5.4.    You are prohibited from posting or transmitting to or from the Website any material:

5.4.1.  That is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

5.4.2.  For which you have not obtained all necessary licences and/or approvals; or

5.4.3.  Which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

5.4.4.  Which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

5.5.    You may not misuse the Website or any content therein (including, without limitation, by hacking).

5.6.    The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of any clause within 5.4. 

6. Links to and from other websites

6.1.    Links to third party websites on the Website are provided solely for your convenience, regardless of whether it is an Advertisement. If you use these links, you leave the Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

6.2.    You may not create links to the Website without prior permission from the Company. Subscribers shall have links created by the Company for the promotion of Products and Services as per the Subscriber Licence Agreement. If you would like to link to the Website, you may only do so with express written permission of the Website and do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:

6.2.1.  You do not remove, distort or otherwise alter the size or appearance of the Website logo;

6.2.2.  You do not create a frame or any other browser or border environment around the Website;

6.2.3.  You do not in any way imply that the Company is endorsing any Products or Services other than its own;

6.2.4.   You do not misrepresent your relationship with the Company nor present any other false information about the Company;

6.2.5.  You do not otherwise use any Website trademarks displayed on the Website without express written permission from the Company;

6.2.6.  You do not link from a website that is not owned by you; and

6.2.7.  Your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

6.3.    The Company expressly reserves the right to revoke the right granted in clause 6.2 for breach of these terms and to take any action it deems appropriate.

6.4.    As Subscriber you shall fully indemnify the Company for any loss or damage suffered by the Company or any of its group companies where your deliberate acts or omissions cause the Company losses.

6.5.    In the event of a breach of this section by a Subscriber, the Company reserves the right to remove the Subscribers Gallery and Website pages without prior notice and in this event there will be no refund eligible to the Subscriber. 

7. Use of the Community Newsdesk

7.1.    The Community Newsdesk area of the Website is available to use free of charge to Subscribers, businesses, Customers, Charities and Event Organisers. It forms part of the Website and is designed to showcase and promote new products, services, awards, product launches, charity events, a region, locality and area. All other paragraphs within these terms will apply and in particular 5.1 to 5.6 inclusive and 6.1 to 6.5 inclusive.

7.2.    The Website and Company reserve the absolute right to edit, remove or publish uploaded content and images into the Community Newsdesk area of the Website by a Subscriber or Customer or third party without prior notice.

7.3.    Any published Community Newsdesk entry will be open to the public to view on the Website and can be shared through social media.

7.4.    The Website will be responsible for approval and publishing of content uploaded via the Community Newsdesk at all times and the Company will have the final say as to whether to publish with no liability on the Company if a refusal to publish is made.

7.5.    Any approval of an external link included in an upload to the Community Newsdesk will be at the total discretion of the Website and in any event paragraph 6 herein applies.

7.6.    Any content uploaded to the Community Newsdesk by a third party (other than a Subscriber, will be removed after 4 weeks unless the third party has chosen to join the Website as a  Subscriber through a Project and/or MTMO Services offered by the Company within that timescale.

7.7.    When an upload is made by a third party, Customer or Subscriber, they agree to these terms and conditions and accept that the email address they enter as part of the upload can be used by the Company to contact them and any false email address or Spam used in the upload into the Community Newsdesk will disqualify the entry being publicated by the Website.

7.8.    Any email addresses entered through the Community Newsdesk will not be shared with a third party and it will not be disclosed to the public when the entry is posted.

8. Subscriber Licence Agreement

8.1.    The background, Project and MTMO Services as agreed between the Company and the Subscriber shall have effect as if set out in full in the body of these Terms and Conditions.

8.2.    Commencement and duration;

8.2.1. The Company shall provide the MTMO Services and agreed Project to the Subscriber from the date upon which these Terms and Conditions are accepted by the Subscriber.

8.2.2. No work will be undertaken by the Company until payment has been made by the Subscriber in accordance with these Terms and Conditions which will be deemed to have been accepted on receipt of payment of MTMO Service Fees by the Company for the agreed MTMO Services as outlined in the MTMO Service Confirmation Documents.

8.2.3. The MTMO Services supplied under this agreement shall continue to be supplied for a period of 1 YEAR unless otherwise agreed between the Company and the Subscriber and, after that, shall continue to be supplied unless this agreement is terminated by one of the parties giving to the other not less than 30 days’ notice, or in accordance with clause 8.11.

8.3.    The Company obligations;

8.3.1. The Company shall use reasonable endeavours to manage and provide the MTMO Services, and deliver the Deliverables to the Subscriber as agreed and as confirmed by the MTMO Service Confirmation Documents  and the Purchasing and Proposal Process.

8.3.2. The Company shall use reasonable endeavours to meet any performance dates specified and agreed between the parties but any such dates shall be estimates only and time for performance by the Company shall not be of the essence of this agreement.

8.3.3. The Company shall use reasonable endeavours to ensure that the Website is available to the public for at least 95% of any calendar month.

8.3.4. The Company shall use reasonable endeavours to ensure that all In-Put Material is in a proper format when added to  the Website and that all Deliverables in the form of photographs and text are optimised to market the  Subscriber and their Products and Services on the Website.

8.3.5. In the event that the Company shall take payments for an Order(s) of Goods and Services for a Subscriber(s) as sold to a Customer through the Website, they will hold such funds on trust for a period of 14 days from the date of receipt of payment. In the event that Goods and Services are disputed within that 14 day period, the Subscriber shall forthwith inform the Company and agree a solution to the issue. The Company will also inform the Subscriber of any issue arising as a result of a Customer complaint. The Subscriber agrees to work with the Company to resolve any issue that so arises with the Customer who has paid for their Goods and Services through the Website or through the Subrcriber’s Paypal account. Where Goods are to be returned, the Subscriber agrees to recompense the Company for all charges associated with taking payment and refunds. In all cases the Subscriber will reimburse the Company for any charges incurred in settling the dispute within 7 days of request.

8.3.6. In the event that the Subscriber sells Goods and Services through a link to their own PayPal gateway from the Website, the Company must be informed of any issue that may arise between them and the Customer. The Subscriber, accepts that they must keep the Company informed at all times of any issue concerning an Order that originated through the Website.

8.3.7. Where the Company takes payments for an Order in the form of PayPal payments through the Website payment gateway or similar merchant services, the Subscriber, shall pay to Company the service and transaction charges relevant to the Customer payments for Goods and Services taken on behalf of the Subscriber.

8.3.8. The Company will ensure that the Subscribers own terms and conditions are posted on the Subscriber’s Gallery and Website pages. The Subscriber agrees to supply these to the Company.

8.3.9. In the event that the Subscriber breaches any of any part of Section 8 of these Terms and Conditions the Company has the sole right to terminate the Subscriber Licence Agreement on 7 days’ notice to the Subscriber and in those circumstances there will be no refund of monies paid by the Subscriber for MTMO Services, in the form of MTMO Service Fees.

8.3.10.    The Company cannot commence work under this Subscription Licence Agreement until the Subscriber has provided the In-Put material required to undertake the agreed MTMO Services and Project.

8.3.11.    The Company has the right to terminate a Subscription Licence Agreement on 1 months’ notice as they shall in their sole discretion require. The reasons for termination may include but not be limited to, the Subscriber bringing the Company into disrepute, poor service to the public, none payment of invoices or poor performance in the producing and delivering of Goods and Services, or for whatever reason and no MTMO Service Fees shall be reimbursed to the Subscriber.

8.4.    Subscriber’s Obligations;

8.4.1. The Subscriber shall;

8.4.1.1.              Co-operate with the Company in all matters relating to the MTMO Services and Project.

8.4.1.2.              Provide, in a timely manner, such In-put Material and other information as the Company may require, and ensure that it is accurate in all material respects;

8.4.1.3.              Obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Goods and Services sold, advertised and promoted through the Website and as displayed within the In-put Material.

8.4.1.4.              Make their payments of MTMO Service Fees under their chosen MTMO Service, Project or Membership Package  in accordance with these Terms and Conditions, in particular Clause 8.6.

8.4.1.5.              Be responsible for the VAT on all of their Goods and Services as advertised and sold through the Website.

8.4.1.6.              Be responsible for shipping and delivery of any Goods and Services sold or advertised through the Website.

8.4.2. If the Company’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Subscriber its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Subscriber, MTMO that arise directly or indirectly from such prevention or delay.

8.4.3. The Subscriber shall at all times be responsible for the following;

8.4.3.1.              The delivery of Goods and Services to the public where applicable.

8.4.3.2.              Have their own terms and conditions for the supply of Goods and Services to Customers and the public, which shall include but not be limited to, delivery times payment schedules, delivery costs, merchantability of goods, product liability insurances, insurances for non-payment, none delivery and credit card fraud and returns policy. The Company shall post such terms on Subscriber’s Gallery and Website pages on the Website as applicable.

8.4.3.3.              AT ALL TIMES provide the Company with accurate up to date information for inclusion on the Subscriber Gallery Website pages on the Website.

8.4.3.4.              Sellers’ will ensure that the Goods and Services are delivered to the public in a timely fashion and that Goods are properly packaged and delivered by reputable carriers.

8.4.3.5.              Subscribers shall inform the Company of all and any price changes to the Goods and Services, together with any other material changes to the Goods and Service offered to the public including changes to Terms and Conditions on their Gallery Website pages.

8.4.3.6.              Subscribers if Sellers shall provide the Company with a full indemnity for any defective Goods and Services sold to the public and part of an Order through the Website.

8.4.3.7.              Subscribers shall AT ALL TIMES provide the Company with a warranty that all Goods and Services sold, shall not be stolen, counterfeit, copied or illegal for sale in the UK and elsewhere.

8.4.3.8.              Subscribers shall be responsible for completing designated forms as supplied by the Company for the purposes of gathering the relevant information about the Goods and Services for the Website pages as part of the In-Put Materials.

8.4.3.9.              The Subscriber agree that all In-Put Material and Deliverables shall be unreservedly licensed to the Company for the purposes of showcasing Goods and Services through multimedia tools including online image/photographic libraries and elsewhere for the purposes of marketing both the Website, the Company and the Subscriber and that any In-Put and Deliverable material is not a duplication of text that appears on other online marketing websites (and if it is then this should be made known to the Company) so that the Company may amend the copy, text for SEO purposes before creating a Subscriber’s online Website pages, gallery and profile.

8.4.3.10.           The Subscriber agrees to pay the Company invoices and MTMO Service Fees are made in a timely fashion and in accordance with 8.6.

8.4.3.11.           The Subscriber agrees to inform the Company of any restrictions on the use of In-Put and Pre-Existing Materials for the purposes of publicity.

8.4.3.12.           The Subscriber shall be entirely responsible for the VAT element of the Goods and Services they provide and deliver to the public.

8.4.3.13.           In the event that fraud occurs during an Order and sales transaction on behalf of a Subscriber through the Website payment gateway, the Subscriber agrees to reimburse and compensate the Company the whole value of the order and sale and any costs incurred as a result of the payment gateway transactional chargeback. The Company will invoice the Subscriber for the outstanding balance of any transactional chargeback from the payment gateway, which must be paid within 21 days. Failure to reimburse the Company will trigger clause 8.11.

8.4.3.14.           In the event of a Subscriber having his Order of Goods returned in accordance with the Long Distance Selling Rules after 14 days, the Subscriber is responsible for reimbursing the Customer to whom they delivered the goods as a result of an online order purchase through the Website.

8.4.4. The Subscriber shall be liable to pay the Company on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Subscriber’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms and Conditions, subject to the Company  confirming such costs, charges and losses to the Subscriber in writing.

8.4.5. The Subscriber shall not, without the prior written consent of the Company, at any time from the date of this agreement to the expiry of six months after the termination of this agreement, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

8.4.6. Any consent given by the Company in accordance with clause 8.4.5 shall be subject to the Subscriber paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by Subscriber to that employee, consultant or subcontractor.

8.5.    Changes to the project

8.5.1. The Subscriber may request a change the scope or execution of the MTMO Services and Project, by submitting details of the requested change to the Company in writing.

8.5.2. If either party requests a change to the scope or execution of the MTMO Services, the Company shall, within a reasonable time, provide a written estimate to the Subscriber of:

8.5.2.1.              The likely time required to implement the change;

8.5.2.2.              Any necessary variations to the Company’s charges arising from the change;

8.5.2.3.              The likely effect of the change on the Project; and

8.5.2.4.              Any other impact of the change may have on the Subscriber Licence Agreement.

8.5.3. If the Subscriber wishes the Company to proceed with the change, the Company has no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the MTMO Services and or the Project and any other relevant terms as agreed by the parties.

8.5.4. The Company may, from time to time and without notice, change the MTMO Services or the Project in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the MTMO Services and / or the Project. The Company may, from time to time and subject to the Subscriber’s prior written consent, which shall not be unreasonably withheld or delayed. Any change to the MTMO Services, provided that such changes do not materially affect the nature or quality of the MTMO Services or Project and, where practicable, will give the Subscriber at least one months' notice of any change.

8.6.    Charges and payment

8.6.1. In consideration of the provision of the MTMO Services and the delivery of the Project or Membership Packages by the Company, a Subscriber shall pay all MTMO Service Fees and additional costs as agreed. Any additional MTMO Services will be invoiced by the Company to the Subscriber and undertaken by the Company once those additional MTMO Services Fees have been paid.

8.6.2. The Project and MTMO Services are provided for on a fixed price unless otherwise agreed in which case an hourly rate will be incurred and billed in arrears. The Project and MTMO Services as set out and agreed between the Subscriber and the Company in the Service Confirmation Documents are the Deliverables by the Company.

8.6.3. No work will be undertaken by the Company for the Subscriber until any invoice, MTMO Service Fees, or Membership Subscription invoice has been paid. Where the MTMO Service Fees are annual, any additional MTMO Services required by the Member will be invoiced by the Company and paid by the  Subscriber before any work is undertaken by the Company.

8.6.4. The parties agree that the Company may review and increase the charges as agreed at the outset of this agreement, provided that such charges cannot be increased more than once in any 6 month period. The Company shall give the  Subscriber written notice of any such increase 1 month before the proposed date of that increase. If such increase is not acceptable to the Subscriber, they  may, within 7 days of such notice being received or deemed to have been received in accordance with clause 8.11. terminate the agreement by giving 21 days written notice to the Company. There will be no refund of paid up Membership Subscription, MTMO Service Fees or other costs, should the Subscriber choose to leave the Website.

8.6.5. The Subscriber shall pay all amounts due in the MTMO Service Fees as displayed in the Company invoice by way of; online PayPal payment, standing order, credit card (all subject to charges) or bank transfer.

8.6.6. Without prejudice to any other right or remedy that it may have, if the Subscriber fails to pay the Company invoice on the due date, then Company MTMO Services Fees or invoice may:

8.6.6.1.              Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Subscriber shall pay the interest immediately on demand; and

8.6.6.2.              Suspend all MTMO Services until payment has been made in full.

8.6.7. Time for payment shall be of the essence for this agreement as outlined in the whole of 5.8.

8.6.8. All sums payable to the Company under this agreement shall become due immediately on its termination.

8.6.9. The Company may and without prejudice to any other rights it may have, set off any liability the Subscriber has triggered against the Company, seeking such recompense for such liability as deemed appropriate.

8.6.10.    The Subscriber shall inform the Company of any change of address, name(s) of contact(s), telephone numbers, fax numbers, business or company detail appertaining to this agreement.

8.6.11.    The Subscriber is liable for all VAT due in the provision of their own services and the supply and delivery of Goods and Services as advertised, promoted or offered for sale on the Website.

8.6.12.    The Subscriber will be liable to pay VAT on any, MTMO Service Fees, and Company invoices where applicable and as invoiced by the Company in accordance with these terms and conditions.

8.7.    Intellectual property rights

8.7.1. As between the Subscriber and the Company, all Intellectual Property Rights and all other rights in the In Put Materials and the Pre-Existing Materials shall be owned by the Subscriber. All Intellectual Property Rights in the Deliverables shall belong to the Company. Unless expressly informed otherwise, the Company is unreservedly licensed by the Subscriber to use the In-Put Materials and Pre- Existing Materials as they shall so require.

8.7.2. The Subscriber or their agents, shall not use the copy, text or descriptions as created by the Company for the purposes of the Website on behalf of the Subscriber, and all Intellectual Property in respect of such material will belong to the Company.

8.7.3. The Subscriber acknowledges that, where they do not own any of the Pre-existing Materials and In-Put Materials, the use of rights in them is conditional on the Subscriber obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms that will entitle them to use the license and transfer such rights to the Company. The Subscriber must provide a copy of such licence to the Company.

8.8.    Confidentiality and the Company property

8.8.1. The Subscriber shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Subscriber by the Company, its employees, agents, consultants or subcontractors and any other confidential information concerning the Company business or its products which the Subscriber may obtain.

8.8.2. The Subscriber may disclose such information:

8.8.2.1.               To its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Subscriber obligations under this agreement; and

8.8.2.2.              As may be required by law, court order or any governmental or regulatory authority.

8.8.3. The Subscriber shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 8.8.1.

8.8.4. The Subscriber shall not use any such information for any purpose other than to perform its obligations under this agreement.

8.9.    Limitation of liability

The  Subscriber’s attention is particularly drawn to this clause.  

8.9.1. This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Subscriber in respect of;

8.9.1.1.              Any breach of this agreement;

8.9.1.2.              Any use made by the Subscriber of the MTMO Services, the Project or any part of them; and

8.9.1.3.              Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

8.9.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

8.9.3. Nothing in these Terms and Conditions limit or exclude the liability of the Company:

8.9.3.1.              or death or personal injury resulting from negligence; or

8.9.3.2.              For any damage or liability incurred by the Subscriber,  as a result of fraud or fraudulent misrepresentation by the Company; or

8.9.3.3.              Subject to clause 8.9.2 and clause 8.9.3:

8.9.3.3.1.           The Company shall not be liable for:

8.9.3.3.1.1.   Loss of profits; or

8.9.3.3.1.2.   Loss of business; or

8.9.3.3.1.3.   Depletion of goodwill and/or similar losses; or

8.9.3.3.1.4.   Loss of anticipated savings; or

8.9.3.3.1.5.   Loss of goods; or

8.9.3.3.1.6.   Loss of contract; or

8.9.3.3.1.7.   Loss of use; or

8.9.3.3.1.8.   Loss of corruption of data or information; and

8.9.3.3.1.9.   Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

8.9.4. The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Project and the MTMO Services by the Subscriber.

8.10. Data protection
The Subscriber acknowledges and agrees that details of the Subscriber’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Company in connection with the MTMO Services. The Subscriber acknowledges that any Subscriber visiting the Website and submitting payments to the Company, shall also be considered personal data and subject to the same record keeping by the Company as for a Customer.

8.11.Termination
This agreement shall terminate after an initial period 12 months, or other period as agreed between Subscriber and the Company at the commencement of a Suscriber Licence Agreement, unless renewed by the Subscriber or otherwise agreed

8.11.1.    Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Subscriber Licence Agreement without liability to the other on giving the other not less than 1 months' written notice or immediately on giving notice to the other if;

8.11.1.1.           The other party fails to pay any amount due under a Subscriber Licence Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

8.11.1.2.           The other party commits a material breach of any of the terms of a Subscription Licence Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

8.11.1.3.           The other party repeatedly breaches any of the terms of a Subscription Licence Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of a Subscription Licence Agreement; or

8.11.1.4.           The other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

8.11.1.5.           The other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or

8.11.1.6.           A petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or

8.11.1.7.           An application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or

8.11.1.8.           A floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or

8.11.1.9.           A person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or

8.11.1.10.       A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

8.11.1.11.       Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.11 inclusive; or

8.11.1.12.       The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

8.11.1.13.       There is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).

8.11.2.     On termination of a Subscription Licence Agreement for any reason:

8.11.2.1.           The Subscriber shall immediately pay to the Company all of outstanding unpaid invoices and interest and, in respect of MTMO Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

8.11.2.2.           The company shall, within a reasonable time, return all of the Subscriber In-Put Materials.

8.12.Force majeure

8.12.1.    A party, provided that it has complied with the provisions of this agreement, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:

8.12.1.1.           Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

8.12.1.2.           War, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

8.12.1.3.           Terrorist attack, civil war, civil commotion or riots;

8.12.1.4.           Nuclear, chemical or biological contamination or sonic boom

8.12.1.5.           Voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);

8.12.1.6.            Fire, explosion or accidental damage;

8.12.1.7.           Loss at sea;

8.12.1.8.           Adverse weather conditions;

8.12.1.9.           Collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

8.12.1.10.       Any labour dispute, including but not limited to strikes, industrial action or lockouts;

8.12.2.    Non-performance by Company or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

8.12.3.    Interruption or failure of utility service, including but not limited to electric power, gas or water.

8.12.4.    The corresponding obligations of the other party will be suspended to the same extent.

8.12.5.    Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that:

8.12.5.1.            It promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;–

8.12.5.2.           It could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

8.12.5.3.           It has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

8.12.5.4.           If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate this agreement by giving 14 days' written notice to all the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

8.13. Variation
Subject to clause 8.5. no variation of this a Subscription Licence Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

8.14. Waiver

8.14.1.     Failure to exercise, or any delay in exercising, any right or remedy provided under a Subscription Licence Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.

8.14.2.    No single or partial exercise of any right or remedy provided under a Subscription Licence Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

8.14.3.     A waiver (which may be given subject to conditions) of any right or remedy provided under a Subscription Licence Agreement or by law shall only be effective if it is in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances.

8.14.4.     A party that waives a right or remedy provided under a Subscription Licence Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

8.14.5.    Unless specifically provided otherwise, rights arising under a Subscription Licence Agreement are cumulative and do not exclude rights provided by law.

8.15.Severance

8.15.1.    If any provision of a Subscription Licence Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Subscription Licence Agreement, and the validity and enforceability of the other provisions of a Subscription Licence Agreement shall not be affected.

8.16.  If a provision of  a Subscription Licence Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

8.17.Entire Subscription Licence Agreement

8.17.1.    A Subscription Licence Agreement and any documents referred to in it constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of a Subscription Licence Agreement.

8.17.2.    Each party acknowledges that, in entering into a Subscription Licence Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this agreement or not) other than as expressly set out in these Terms and conditions or those documents. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract.

8.17.3.    Nothing in this clause shall limit or exclude any liability for fraud.

8.18. Assignment

8.18.1.    The Subscriber shall not, without the prior written consent of the Company, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions and a Subscription Licence Agreement.

8.18.2.    The Company may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions and any Subscription Licence Agreement.

8.18.3.    Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

8.19. No partnership or agency

8.19.1.    Nothing in these Terms and Conditions or in a Subscription Licence Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

8.20. Rights of third parties
A person who is not a party to these Terms and Conditions or a Subscription Licence Agreement shall not have any rights under or in connection with it subject to clause 8.11.1.5 to 8.11.1.13 inclusive.

8.21.Notices

8.21.1.    A notice or other communication given to a party under [or in connection with] this terms and conditions and/or a Subscription Licence Agreement:

8.21.1.1. Shall be in writing in English (or accompanied by a properly prepared translation into English);

8.21.1.2.  Shall be signed by or on behalf of the party giving it;

8.21.1.3.  Shall be sent for the attention of the person, at the address specified in this clause (or to such other address, or person as that party may notify to the other, in accordance with the provisions of this clause); and

8.21.1.4.  Shall be:

8.21.1.4.1.                 delivered personally; or

8.21.1.4.2.                 sent by commercial courier; or

8.21.1.4.3.                 sent by pre-paid first-class post or recorded delivery; or

8.21.1.4.4.                 sent by airmail requiring signature on delivery.

8.21.2.     The addresses for service of a notice [or other communication] are as follows:

8.21.3.       MTMO Ltd , Harold Smith Accountants, 32, St Asaph Business Park, St Asaph, LL17 0JA.

8.21.4.     Subscriber;

8.21.4.1.            address: [ADDRESS as given in the registration/profile/information/payment form/Invoice/MTMO Service Fees form, or in any form as directed by the Company.

8.21.4.2.            for the attention of: [CONTACT as given in the registration/profile/information form/Website/Gallery pages of the Subscriber]

8.21.5.     If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

8.21.5.1.            if delivered personally, at the time of delivery; or

8.21.5.2.           if delivered by commercial courier, at the time of signature of the courier's receipt; or

8.21.5.3.           if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting; or

8.21.5.4.           if sent by airmail, five days from the date of posting.

8.21.6.     For the purposes of this clause:

8.21.6.1.            all times are to be read as local time in the place of deemed receipt; and

8.21.6.2.           if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other communication is deemed to have been received when business next starts in the place of receipt.

8.21.7.    To prove delivery, it is sufficient to prove that:

8.21.7.1.           If sent by pre-paid first class post, the envelope containing the notice or other communication was properly addressed and posted.

8.21.8.    The provisions of this clause 8.20 shall not apply to the service of any process in any legal action or proceedings.

8.21.9.    A notice or other communication required to be given under or in connection with these Terms and conditions or a Subscription Licence Agreement shall not be validly served if sent by e-mail.

8.22.Dispute resolution

8.22.1.    If any dispute arises in connection with these Terms and Conditions or a a Subscription Licence Agreement, the Company or the Subscriber shall, within 21 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

8.22.2.     If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 60 days after the date of the ADR notice.

8.22.3.    The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.

8.23. Governing law and jurisdiction

8.23.1.    A Subscription Licence Agreement 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.

8.23.2.     The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

8.24.3. A Subscription Licence Agreement between the Subscriber and the Company  commences on the date that the Subscriber pays their MTMO Services Fees as agreed by the parties and in so doing, accepts these Terms and Conditions.

9. Registration

9.1.    Each Customer or Subscriber registration is for a single user only. The Company does not permit you to share any user name and password with any other person nor with multiple users on a network.

9.2.    Responsibility for the security of any passwords issued rests with you as a Customer or Subscriber.

10. Disclaimer

10.1.While the Company endeavours to ensure that the information on the Website is correct, the Company does not warrant the accuracy and completeness of all the material on the Website. The Company may make changes to the material on the Website, or to the Products and Services and prices described in it, at any time without notice. The material on the Website may be out of date, and the Company makes no commitment to update such material. The Subscriber shall be required to sign off all material created for the Gallery area and Products and Services therein, or any Advertisements or Website pages connected to them and shall at all times be responsible for the accuracy and completeness of any material posted by the Website in the Gallery or Menu areas.

10.2.The material on the Website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with the Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill).

11. Liability

11.1.The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of the Company's group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages) arising from or connected in any way to business interruption, and whether in tort, (including without limitation negligence), contract or otherwise, in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.

11.2. Nothing in this legal notice shall exclude or limit the Company's liability for:

11.2.1.    death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or

11.2.2.    fraud; or

11.2.3.    misrepresentation as to a fundamental matter; or

11.2.4.    any liability which cannot be excluded or limited under applicable law.

11.3.If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you as Subscriber or Customer assume all costs thereof.

12.  Governing law and jurisdiction

This legal notice shall be governed by and construed in accordance with the laws of England and Wales law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.

Issue Date: July 2016.