TERMS AND CONDITIONS

Membership Terms & Conditions

  1. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
    3. The term of the Contract is 12 months from the Commencement Date. During the Initial Term the Customer will not be entitled to terminate the Contract under any circumstances.
    4. The Contract will renew automatically for a further period of 6 months and thereafter for successive 12 month periods unless either party serves notice in writing to be received not later than 3 months before the expiry of the Initial Term, or 3 months before the expiry of any further or successive 12 month period.  Notice by fax or email will not be accepted.
    5. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    6. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    7. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    8. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
  2. Supply of Services
    1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    2. The Supplier shall use all reasonable endeavours to meet any event dates agreed. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    3. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  3. Customer’s obligations
    1. The Customer shall:
      1. (a) ensure that the terms of the Order and any information it provides to the Supplier are complete and accurate;
      2. (b) co-operate with the Supplier in all matters relating to the Services;
      3. (c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
      4. (d) notify the Supplier of any change of address or telephone number within 48 hours of such change occurring.
    2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  4. Charges and payment
    1. The Charges for the Services are as set out at Appendix A to the Conditions.
    2. The Customer must pay to the Supplier an initial payment (Initial Payment) equal to one months fees. The Initial Payment must be paid by cheque or BACS to a bank account nominated in writing by the Supplier, within 7 days of the Commencement Date.
    3. Thereafter the Customer shall pay the Supplier fee’s monthly by standing order on or around the 6th date of each month; to a bank account nominated in writing by the Supplier.
    4. The Supplier shall invoice the Customer monthly in arrears.
    5. The Customer shall pay each invoice submitted by the Supplier:
      1. (a) within 30 days of the date of the invoice; and
      2. (b) in full and in cleared funds to a bank account nominated in writing by the Supplier.
    6. If the Customer fails to make payment within 30 days of it being due then the Supplier;
      1. (a) may suspend provision of the Services immediately (Suspension Period);
      2. (b) reserves the right to continue to charge for the Services throughout any Suspension Period and payment will continue to be due from the Customer on a monthly basis;
      3. (c) may terminate the Contract as set out at clause 9.3.
    7. The time for payment shall be of the essence of the Contract.
    8. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    9. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    10. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  5. Intellectual property rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
    2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
    3. All Supplier Materials are the exclusive property of the Supplier.
  6. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. (b) fraud or fraudulent misrepresentation; or
      3. (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 6.1:
      1. (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. (b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the Services.
    3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    4. This clause 7 shall survive termination of the Contract.
  7. Termination
    1. Following the Initial Term, without limiting its other rights or remedies, either party may terminate the Contract by giving the other party three months’ written notice.
    2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      2. (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) 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;
      3. (c) 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 (where a company) 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;
      4. (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) 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;
      5. (e) the other party (being an individual) is the subject of a bankruptcy petition or order;
      6. (f) 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;
      7. (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      8. (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      9. (i) 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;
      10. (j) 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 7.2(b) to clause 7.2(i) (inclusive);
      11. (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
      12. (l) the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      13. (m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract within 30 days of such payment becoming due.
    4. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 7.2(b)) to clause 7.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  8. Consequences of termination
    1. On termination of the Contract for any reason:
      1. (a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. (b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      3. (c) clauses which expressly or by implication survive termination shall continue in full force and effect.
  9. General
    1. Assignment and other dealings.
      1. (a) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
    2. Notices.
      1. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      2. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax [or e-mail], one Business Day after transmission.
      3. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance.
      1. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      2. (b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
    8. Governing law. This Contract, 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.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Website Terms & Conditions

    1. Definitions
      1. In these Terms and Conditions the following terms shall have the meanings set out below: “Micro Site” means any page on the Website and includes the Electronic Newsletter; “Downtown In Business Ltd.”, (registered address Suite 303, 3rd Floor, Cotton Exchange, Bixteth Street, L3 9JR, registered number 05046796) is referred to as “we”, “us” and “our”. “Trade Marks” means any of the registered or unregistered trade marks owned by Downtown In Business Ltd. that includes the “Website” www.downtowninbusiness.com.
      2. All terms and prices are current as of 21st February 2005 and are subject to change without notice.
      3. These Terms and Conditions and any quote submitted within these Terms and Conditions (together, the “Contract”) are between Downtown In Business Ltd. (“Downtown In Business”) and the customer to which these Terms and Conditions and any quote are delivered (“Buyer”).
    2. Agreement
      1. Buyer accepts this Contract by: (a) executing a separate agreement with Downtown In Business, which incorporates these terms and conditions; (b) paying the price for the Services, as agreed to by the parties and set forth in the invoice. Any counter offer or proposed addition to or supplement of, or any material variance from, these terms and conditions are hereby expressly objected to and rejected. If this Contract is responsive to a prior offer by Buyer, then this Contract shall be deemed an acceptance of such offer limited to the material terms and conditions stated in this Contract, and any additional or supplemental terms or any material variance from the terms and conditions of this Contract are expressly objected to and rejected. Any non-material variance from the terms of this Contract proposed by Buyer shall not operate as a rejection of this Contract, and shall be deemed a part of this Contract.
    3. Price
      1. Prices for the Services are described on Downtown In Business’ website and are effective for the period set forth in the quote or, if none, until otherwise changed, which may occur at any time without notice to Buyer. Buyer shall pay Downtown In Business the price for the Services as notified to Buyer in Downtown In Business’ invoice. Prices exclude all taxes, and therefore such prices are subject to increase in the amount of any such tax that Downtown In Business may be required to collect or pay upon the sale of the services. Prices are, and all payments shall be made, in the currency set forth on Downtown In Business’ website.
    4. Payment Terms
      1. Downtown In Business accepts cheques and credit cards. Unless prepaid or otherwise stated on the quote, invoice or order confirmation, payment terms for sales of Services are net 30 days after the date of Downtown In Business’ invoice. Buyer shall make all payments irrespective of whether Buyer has made or may make any inspection of any Services. Downtown In Business may cancel Services if Buyer fails to make any payment when due. Downtown In Business’ rights under this section shall be in addition to all other rights and remedies available to Downtown In Business upon Buyer’s default. Buyer shall be liable for all expenses attendant to collection of past due amounts.
    5. Force Majeure
      1. Downtown In Business shall not be liable for any delays in the delivery of services, due in whole or in part, directly or indirectly, to fire, act of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any other circumstance beyond Downtown In Business’ reasonable control.
    6. Title
      1. Buyer hereby recognises that Downtown In Business retains all right, title and interest in (a) all intellectual property rights in and to the Services; (b) all processes, methods, formula, ingredients, designs, procedures and other practices used by Downtown In Business. Buyer hereby assigns to Downtown In Business all right (including intellectual property rights), title and interest it may now or hereafter possess or acquire in and to the Downtown In Business and in any derivative works of and improvements to the Services and agrees to execute all documents, and take all actions, that may be necessary to effect such assignment.
    7. Acceptable use Policy
      1. You agree to abide by all applicable laws, regulations and codes of conduct and ensure that any content uploaded or distributed or stored by you does not infringe the rights of others.
      2. All material on the Website and any material sent to you by e-mail or any other form from the Website (the “content”) or in any way relating to the Website belongs to Us. You may retrieve and display content from the Website on the Electronic Device on which you first accessed it or downloaded it, print a single copy of individual pages on paper and store such pages for caching purposes only, all for your personal and non-commercial use alone.
      3. We own the copyright and all other intellectual property rights associated with the content, save where otherwise stated.
      4. You may not do any of the following without prior written permission from us:
        1. reproduce the content (other than allowed under this Acceptable Use Policy), or modify or in any way commercially exploit any of the content;
        2. redistribute any of the content (including using it as part of any library, archive or similar service);
        3. remove the copyright or trade mark notice(s) from any copies of content made in accordance with these Terms and Conditions;
        4. create a database in electronic or structured manual form by systematically downloading and storing all and any of the content. Requests to republish, redistribute or syndicate content should be addressed to: change@downtowninbusiness.com.
        5. You acknowledge that we own the Trade Marks and that you may not use any of them without our prior written permission. Other product and company names and logos mentioned or displayed in the Website may be the trade marks, service marks or trading names of third parties.
      5. In accessing the Website, or any one of them, you agree not to:
        1. impersonate another person or use a false name or a name you are unauthorised to use or create a false identity or e-mail address or try to mislead others as to the identity or origin of any communications;
        2. modify, access or make available data stored on a computer device which you have accessed through our network (unless otherwise permitted by the Website or these Terms and Conditions);
        3. iii. make available or upload files that contain software or other material, data or information not owned or licensed to you or collect information about others (eg names/addresses) without their prior consent;
        4. damage, interfere with or disrupt access to the Website or do anything which may interrupt or impair their functionality;
        5. publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable material or information;
        6. threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
        7. make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software;
        8. falsify the true ownership of software or other material or information contained in files made available via the Website;
        9. obtain or attempt to obtain unauthorised access, through whatever means, to the Website, other services or computer systems or areas of our networks;
        10. set up links from any website controlled by you to any Micro Site, except to the home page of a particular Website, without our express written permission.
      6. We retain the absolute right to prevent you from accessing the Website, without prejudice to any of our accrued rights, where we in our reasonable discretion consider that you are contravening our Acceptable Use Policy or any other term or condition of these Terms and Conditions, and we have informed you of your contravention or breach.
    8. Jursidiction
      1. It is your responsibility to ensure that your use of the Website is not contrary to the laws of your country of residence.
    9. Cancellation Rights
      1. If you have subscribed to the Website, or any service offered via the Website, no refund will be payable on any subscription payments arising out of your cancellation of the subscription. Your cancellation rights in respect to any goods or services offered by a third party will be subject to the terms and conditions of that third party.
    10. Payment
      1. It is your responsibility to ensure that your Electronic Device has the necessary technical specification to receive or use the Website, electronic newsletters and other electronic mail.
      2. All amounts payable must be paid in full in pounds sterling (unless otherwise indicated) without any deductions or set offs
      3. If any payment is not paid on time, your payment is rejected or refused or you default in payment, the amount owing will be treated as overdue and we will be entitled immediately to cease or suspend the provision of the relevant service to you until payment has been received.
      4. You must be the bill payer of the particular method of payment that you use to pay for any service, or alternatively you must get the prior permission of the bill payer.
    11. Events
      1. Where invoice is the elected payment method, payment is due upon receipt of an invoice and must be settled prior to the event.
      2. All events where a payment is required, payment must be received 7 days prior to event.
      3. Awards dinners require payment to 30 days prior to event.
      4. Refunds can be requested 90 days prior to an event. Any request after this date will not be accepted.
    12. E-mail Policy
      1. We reserve the right to take such action as we in our sole discretion deem fit in respect of any electronic mail (“e-mail”) which contains threatening, abusive, malicious, pornographic, obscene, defamatory or otherwise illegal or inappropriate material. Unless you indicate to the contrary, all e-mails received by us from you are deemed to have been submitted, where appropriate, for publication, free of charge. If we decide to publish an e-mail from you on the Website we will incur no liability to you by doing so. We will not disclose any personal information under any circumstances of any of our staff. Where appropriate we will endeavour to respond to e-mails within 3 days of receipt, but give no warranty that we will respond to any e-mail sent to us.
    13. Our Liability
      1. You agree that we have no control over third party content and information which can be accessed using the Website and that we do not examine or edit the use to which you or others put the Website or the nature of the content or information being accessed and that we are excluded from all liability of any kind arising from such third party content or information. This applies to advertisements as well as websites offering goods or service. Except for death or personal injury caused by negligent acts or omissions, we shall only be liable to you for any loss or damage arising from your use of the Website which is a reasonably foreseeable consequence of a breach by us of these Terms and Conditions. We will not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
        1. we are not at fault for the errors or inaccuracies; or
        2. the loss or damage is not foreseeable to both of us at the time of your initial acceptance of these Terms and Conditions; or
        3. iii. the loss or damage is a business loss or the losses were caused in the course of business, including losses relating to lost data, lost profits or business interruption.
      2. We cannot and do not accept any responsibility for the computer equipment and telephone services which you use to access the Website, or for the security of the same. You will be responsible for the security of your own computer system, and the transfer of any information from your computer system. We also cannot and do not accept responsibility for the loss or corruption of any material in transit, or the loss of or corruption of any material when downloaded onto any computer systems.
      3. Where we are liable to you for any loss or damages, we will not be liable for any increase in loss or damage resulting from a breach by you of any term of these Terms and Conditions. We reserve the right to remove any information/material we deem to be in breach of any of these Terms and Conditions without notice, and without prejudice to any other accrued rights, and/or to make available such information/material when required to do so by law or when requested to do so by regulatory bodies or law enforcement organisations. Any goods or services purchased or obtained or offered to you through use of the Website, whether accessed directly or otherwise, are provided subject to the terms and conditions of the supplier of those goods or services. As such, unless otherwise stated, we make no warranty whatsoever in relation to those goods or services. We provide the Website on an “as is” basis and make no representations or warranties of any kind as to the Website or the content. We make no representations or warranties about the accuracy, completeness or suitability for any purpose of the content published on the Website. Any liability, however it occurs, for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
    14. Indemnity
      1. You agree to indemnify and hold us and any of our officers, employees and agents harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from your use of, or conduct on, the Website and/or a breach of the Acceptable Use Policy and/or any of these Terms and Conditions.
    15. Software and Security
      1. We are not responsible for any technical or other issues that may arise if you download software from an external third party website (eg Acrobat Reader) or upgrade your browser software to enhance your usage of the Website.
    16. Changes to These Terms and Conditions
      1. We reserve the right to make changes to any part of the Website. Due to our policy of updating and improving the Website, it may therefore be necessary to change these Terms and Conditions. If we do change the terms of these Terms and Conditions, we will update the date at the top of this page. If you use any of the Website after we have published such changes, you will be agreeing to be bound by those changes. If you do not agree to be bound by them, you should not use the Website.
    17. Advertising and Sponsorship
      1. The Website may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with applicable laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material.
    18. Termination
      1. We may terminate the provision of any of the Website or restrict your access to them without any prior notice to you where (by way of example and without limitation):
        1. i. there is a regulatory or statutory change limiting our ability to provide a Website;
        2. any event beyond our reasonable control prevents us from continuing to provide a Website (for example, without limitation, technical difficulties, capacity problems and communications failures); or
        3. we consider in our reasonable discretion that you are abusing the services provided by a Website or are otherwise acting in breach of these Terms and Conditions and we have notified you of the abuse or breach.
    19. Additional Services
      1. From time to time we may provide games or other content for your downloading. However, the download time may vary considerably between the types of content and you agree that you are wholly liable and responsible for any telephone call and/or other charges incurred in downloading the same. However, we will use reasonable endeavours to notify you of the size/amount of the file/data and the likely download time for your information.
    20. E-commerce
      1. Your dealings with any third parties, in particular advertisers and/or merchants, via the Website, and any terms or conditions agreed with, or representations given by, such third parties, are solely between you and such third party. You agree that we are not liable for such dealings, and that you will be liable for any costs or damages that we incur, as set out in clause 9 above in relation to such dealings.
    21. Choice of Law and Jurisdiction
      1. These Terms and Conditions shall be governed by and interpreted in accordance with English law and you irrevocably agree that the courts of England shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with, these Terms and Conditions. We shall retain the right to bring proceedings as to the substance of the matter in any court or courts including, if appropriate, in the courts of your country of residence or, where these Terms and Conditions are entered into in the course of your trade or profession, the country of your principal place of business.
    22. General
      1. You may not assign, sub-license or otherwise transfer any of your rights under these Terms and Conditions without our agreement, which will not be refused without good reason. If any part of these Terms and Conditions is found to be invalid by any court having competent jurisdiction the validity of the remaining terms will be unaffected. If either party does not exercise any right or remedy under these Terms and Conditions, this will not be taken to mean that they have been waived.
    23. Contact
      1. If you have any queries concerning any part of these Terms and Conditions please contact us:
      2. By email, using the address change@downtowninbusiness.com By post, using the address below:Downtown in Business Ltd.
        Suite 303, 3rd Floor
        Cotton Exchange, Bixteth Street
        Liverpool
        L3 9JR
    24. Information Management
      1. We will use any personal data collected during your use of the Website in accordance with current UK data protection legislation and the data protection notice we provide to you when you give us your personal information.
    25. Security
      1. We take every precaution to protect your personal information. When we ask you to submit financial information, such as your credit card number, we use industry standard technology for secure commerce transactions. It encrypts data, including your credit card number. Most banks or credit card providers either cover all charges resulting from unauthorised use of your credit card or limit your liability to a maximum amount. Refer to your credit card agreement to check your coverage for liability. You are also advised to check your coverage for liability for unauthorised use of other cards such as debit cards. In addition, we have strict security protocols in place to protect our customer database, and only allow access to it when absolutely necessary, and then under strict guidelines as to what use may be made of such details.
    26. Miscellaneous
      1. This Contract and any other agreement or document entered into by the parties which incorporate these Terms and Conditions by reference, constitute the final, complete, exclusive and entire agreement between the parties and supercede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Contract. The failure of Downtown In Business to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of such provisions nor the right of Downtown In Business to enforce such provisions in the future. Buyer may not assign any rights under this Contract or this Contract in whole or in part without the prior written consent of Downtown In Business. Any prohibited assignment shall be null and void. The Contract shall inure to the benefit of successors in interest and permitted assigns. Downtown In Business may subcontract any of its obligations hereunder. If any provision of this Contract is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. The parties may only modify this Contract in a writing signed by both parties.