END USER TERMS AND CONDITIONS
MYPROSPERITY UK PTY LTD
Last updated: 9 November 2018
These End User Terms and Conditions (the "End User Terms") form a legal agreement between you (the "End User") and Myprosperity UK Pty Ltd ("MP", "us", "our" or "we"), which governs your access to, and use of, the Services via the Website. MP is a company incorporated and registered in Australia under Australian Business Number 46 629 340 834 with its registered office at Level 1, 1 Oxley Road, Hawthorn, 3122, Australia.
We strongly encourage you to review these End User Terms carefully and ensure that they contain everything you want and nothing that you are not prepared to agree to, before you decide to accept them and use the Services. If you do not agree to these End User Terms you should not use the Services.
1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply in these End User Terms.
Adviser: the accounting and/or advisory firm who introduces the Services to the End User.
End User Account: means a registered personal account to enable access to the Website and use of the Services.
Guests: means those users of the End User Account who are authorised by the End User to access the Website and use the Services, but excluding Advisers.
Intellectual Property Rights: means all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database right, design right, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.
Materials: means any information, data, documents or other materials you or your Guests provide to us or upload to our Website from time to time for future access by you or your Guests through the Website or for the purposes of you or your Guests accessing and using the Services or of us providing the Services, which may include Third Party Account details and usernames and passwords for Third Party Websites.
Services: means access to the Website provided by MP to the End User via an Adviser subject to these End User Terms.
Subscription Fees: means the charges as specified on the website from time to time.
Term: means the period for which the End User uses the Website to receive the Services under these End User Terms.
Third Party Accounts: means bank accounts, financial accounts, loan accounts and any other financial or other accounts or facilities in your name provided and operated by a Third Party Provider of which you are a customer and which you choose to access through the Website via a link to the Third Party Website.
Third Party Provider: means a third party service provider as detailed in these End User Terms, including Yodlee, OneSpan, Stripe, MailChimp and Zoho.
Third Party Website: means any website or other application distribution platform (including mobile applications) operated by a Third Party Provider or any other third party, including such websites linked to or referred to by the Website.
Virus: means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: means the website located at http://www.myprosperityuk.com that provides financial tracking tools to End Users and other persons in accordance with these End User Terms.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these End User Terms.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires: (i) words in the singular shall include the plural and in the plural shall include the singular and (ii) a reference to one gender shall include a reference to the other genders.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these End User Terms and shall include all subordinate legislation made as at the date of these End User Terms under that statute or statutory provision.
1.6 A reference to writing or written includes email.
1.7 References to clauses and schedules are to the clauses and schedules of these End User Terms; references to paragraphs are to paragraphs of the relevant schedule to these End User Terms.
1.8 Use of the word "including" in these End User Terms, also includes the words "without limitation" immediately following the word "including".
1.9 Notwithstanding any use of the word "re-sell" or similar expression in these End User Terms, the Website is licensed, and not sold, and MP is only granting a licence to access the Website in accordance with the terms of these End User Terms. These End User Terms shall not therefore be interpreted or construed as an agreement for the sale of the Website to any End User.
2. Licence, Services and End User Accounts
2.1 We grant you a licence to use our Website and Services that is personal to you only, limited, non-exclusive, revocable, non-transferable and without the right to sublicense. This licence is granted to you to allow you to electronically access and use the Website and the Services in accordance with these End User Terms. To use the Services you must have access to the internet, a valid email address and a compatible device.
2.2 The Services enable you and the Adviser to create an End User Account and to communicate with each other in relation to that End User Account. In addition, the Services enable End Users to input personal financial information and, subject to the relevant permissions having been granted, allow the Adviser to provide information and advice in relation to this information. For the purposes of these End User Terms, any reference to the Services includes any access to the Website, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by us.
2.3 To register for an End User Account, you must submit an application using the online registration process available on the Website and:
(a) provide us with your name, address, email address, telephone number, credit card or debit card details; and
(b) be at least 18 years old.
2.4 You also agree to provide us with any or all information which we may reasonably require, at any time, to collect and/or verify:
(a) your identity;
(b) ownership of your email addresses; and
(c) any other information in order to comply with our legal or regulatory obligations.
2.5 If any information you provide to us (including your mailing address and/or email address) changes over time, you must notify us immediately and/or amend the details in your End User Account so that the information you have supplied to us is always accurate, truthful and complete.
2.6 As part of the End User Account opening process, you will be required to agree to these End User Terms (and such other documents as may be nominated by us from time to time).
2.7 We reserve the right to close, suspend, or limit access to your End User Account and/or the Services if we are unable to verify your Materials or if we have any reason to suspect that the Materials provided by you are inaccurate or if we suspect that your End User Account is being used fraudulently.
2.8 You may only open 1 (one) End User Account.
2.9 It is your responsibility to keep your End User Account credentials, safe, secure and within your control. Your End User Account credentials must not be shared with any other party (other than your Guests). If you do grant access to your credentials or the Services to any other person, then you are solely responsible for all actions and omissions such other person may carry out.
2.10 You must also take all reasonable care to ensure that your email account is secure and only accessed by you as your email address may be used to reset passwords or to communicate with you about the security of your End User Account. In case the email address registered with your End User Account is compromised, you should without undue delay after becoming aware of this contact us and also contact your email service provider.
2.11 If you have any indication or suspicion that your End User Account, login details and/or any other of your End User Account credentials have been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you should contact us immediately.
2.12 We may (but are not obliged to) suspend your End User Account or otherwise restrict its functionality on reasonable grounds relating to the security of the End User Account or any of its security features (including your credentials) if we reasonably suspect that an unauthorised or fraudulent use of your End User Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed (unless notifying you would be unlawful or compromise our reasonable security interests). We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
2.13 While we try to make sure that the Website is secure, we cannot guarantee the security of any information that you supply to us and, therefore, we cannot guarantee that it will be kept confidential.
2.14 You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use when registering an End User Account or using the Website.
2.15 We will confirm acceptance of your registration application by sending you an email or other notice confirming that your End User Account has been activated.
2.16 We reserve the right to refuse any application for registration of an End User Account by any person for any reason at our discretion. Any Subscription Fee paid in respect of an application that is subsequently refused will be refunded.
2.17 If you acquired your End User Account via an Adviser, you will be able to access the Website and Services only while the contractual arrangement between us and the Adviser is in effect.
2.18 The Adviser will have full access (including editing capability) to all Materials that you upload to the Website. You may limit or block this access by changing the permissions in your End User Account. We are not responsible for any access to or use of your Materials by the Adviser.
3. Your obligations
3.1 You are responsible for ensuring that all Guests comply with all obligations stated herein which are applicable to you and that Guests shall not do anything that shall put you in breach of these End User Terms.
3.2 You shall not, and shall ensure that Guests shall not, access, store, distribute, or transmit any Viruses into the Website.
3.3 You shall not, and shall ensure that Guests shall not, upload or create any Materials during the course of your use of the Website that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitate illegal activity;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(e) are otherwise illegal or causes damage or injury to any person or property;
and MP reserves the right, without liability or prejudice to its other rights to you, to disable your access to any Materials that breach the provisions of this clause.
3.4 You shall, and shall ensure that each Guest shall, keep a secure password for their use of the Website, that such password shall be changed when required as indicated through the Website and that each Guest shall keep their password confidential.
3.5 You shall not, and shall ensure that Guests shall not:
(a) except to the extent expressly permitted under these End User Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website (as applicable) in any form or media or by any means;
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or
(iii) use the Website to provide services to third parties;
(b) intentionally interfere with, or disrupt, the Website, server, or network connected to the Website;
(c) access all or any part of the Website in order to build a product or service which competes with the Website;
(d) use the Website to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party except the Guests; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Website, other than as provided under these End User Terms.
3.6 You shall, and shall ensure that Guests shall, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Website and, in the event of any such unauthorised access or use, promptly notify the Adviser.
3.7 You assume sole responsibility for ensuring that the Services, and the results and Materials generated from the use of the Services, are sufficient for your needs.
3.8 You are responsible for protecting your computer from malicious or destructive content and programs such as Viruses and for protecting your information as you deem appropriate.
4. Subscription Fees and Payment
4.1 Subscription Fees are payable in advance and are non-refundable and we will not accept an application to register an End User Account or provide any corresponding Services until the initial monthly Subscription Fee is paid in full.
4.2 Each monthly Subscription Fee is due and payable on or before the expiry of each monthly period after the date of the initial Subscription Fee.
4.3 If you have not been introduced by an Adviser, you are responsible for the payment of all Subscription Fees, fees and taxes in respect of the End User Account.
4.4 If you have been introduced by an Adviser, that Adviser is responsible for paying the Subscription Fee, fees and taxes applicable to your End User Account.,
4.5 Access to the Website and Services is conditional upon timely payment of all Subscription Fees by you or Adviser, as applicable. Any non-payment, for any reason, may result in the cancellation or temporary restriction of access to your End User Account until such time as the Subscription Fee is paid in full.
4.6 We shall be entitled to increase the Subscription Fees at any time during the Term upon 35 days' prior notice to you and the Subscription Fees shall be deemed to have been amended accordingly.
4.7 Subscription Fees must be paid through the Website via the payment service provided by Stripe Australia Pty Limited (Stripe).
4.8 You acknowledge and agree that we are not involved in the processing of any payment transaction between you and Stripe. Any such payment transaction shall be subject to Stripe’s own terms and conditions and you should ensure you agree with these Stripe terms and conditions before you submit any payment through Stripe.
5.1 You may cancel your End User Account at any time upon 14 days’ notice via email to email@example.com .
5.2 We may cancel or suspend your End User Account at any time if you breach any of your obligations under these End User Terms or upon termination of our arrangement with the Adviser, where applicable.
5.3 Subject to clause 5.4,upon expiry or cancellation of an End User Account, we shall:
(a) immediately cease providing Services to you;
(b) stop your access to your Materials through the Website; and
(c) email an electronic copy of your Materials to your last notified address.
5.4 We will retain a copy of your Materials until 14 days after the date on which your End User Account expires or is cancelled for any reason or your access to the Website is terminated, whichever occurs first. On expiry or cancellation of your End User Account or your access to the Website or the Materials, we will allow you 14 days to download a copy of the Materials. Following this 14-day period, we may delete or destroy your Materials at any time at our discretion.
5.6 If we cancel your End User Account or access to the Website or operation of the Website for any other reason and you have paid applicable Subscription Fees in respect of the period after cancellation, we will refund any Subscription Fees you have paid on a pro-rata basis by cheque or to a bank account notified by you for that purpose within a reasonable time of cancellation. You will not receive any refund if the Subscription Fees were paid by an Adviser.
6. Intellectual Property Rights and Materials.
6.1 Except for the licence expressly granted in clause 2.1, or as otherwise stated herein, these End User Terms do not grant you any rights to or in any Intellectual Property Rights in respect of the Website and the Services
6.2 The Services and all Intellectual Property Rights in them are owned by us, our licensors or both (as applicable). We and our licensors reserve all of our and their rights in any intellectual property in connection with these End User Terms. This means, for example, that we and they remain owners of such rights and are free to use them as we and they see fit even following termination of these End User Terms.
6.3 Nothing in these End User Terms grants you any legal rights in the Services other than as necessary to enable you to access the Services. You agree not to adjust to try to circumvent or delete any notices contained on the Website (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Website.
6.4 The use of any trade marks on the Website is strictly prohibited unless you have our prior written permission.
6.5 You acknowledge and agree that you own or have the right to license to us all Intellectual Property Rights in the Materials.
6.6 You grant to us a non-exclusive, transferable, licence to use, copy, store, transmit and display the Materials to enable us to provide the Services to you and to otherwise act in compliance with these End User Terms.
6.7 You shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Materials.
7. Right to upload and reproduce Materials
7.1 You must not upload to the Website any Materials which infringe any Intellectual Property Rights owned by a third party.
7.2 You agree to comply with MP’s procedures and policies in respect of uploading information and Materials as specified on the Website from time to time.
8. ISP charges
Your internet service provider may impose a connection or data charge for Materials uploaded to or downloaded from the Website. You are responsible for paying any applicable connection or data charges.
9.1 We may send automatically generated updates, alerts, reminders or other notifications (together "Notifications") to your last notified email address from time to time if you elect to receive such Notifications as part of the Services.
9.2 You may deactivate any Notifications by written notice to us at any time. We will use reasonable endeavours to cease sending you Notifications within a reasonable time following our receipt of your written notice. We may also cease to provide Notifications at any time at our sole discretion.
9.3 Notifications may include your End User Account username and some basic information regarding your account (such as whether a net amount has increased or decreased).
10. Third Party Providers
10.1 For us to provide the Services to you or for you to access Third Party Websites and Third Party Accounts via the Website, we may be required from time to time to:
(a) use your Materials to access or directly link to Third Party Websites and your Third Party Accounts;
(b) disclose your Materials to Third Party Providers;
(c) retrieve information from Third Party Providers and Third Party Websites about you or about your Third Party Accounts; and
(d) view details of your Third Party Accounts.
10.2 We currently engage Yodlee, Inc. of 3600 Bridge Parkway, Suite 200, Redwood City, CA 94065 USA ("Yodlee") to provide us with the resources necessary for us to perform the actions in clause 10.1. You consent to us disclosing your Materials to Yodlee for that purpose.
10.3 You appoint MP and Yodlee as your agent for the purpose of performing the actions set out in clause 10.1 and any other actions necessary to provide the Services.
10.4 You acknowledge and agree that MP and Yodlee act as your agent and not as the agent of any Third Party Provider when performing the actions set out in clause 10.1 or providing the Services.
10.5 You acknowledge and agree that the use of Materials by Yodlee is subject to Yodlee’s own privacy policies and terms (available at http://www.yodlee.com/privacy-policy/ ) and that we are not responsible for such use.
10.6 If your End User Account type and subscription include digital signature functionality, that functionality is provided by OneSpan Inc. of 121 West Wacker, Suite 2050, Chicago, Illinois 60601 USA, via a link from the Website to the website operated by OneSpan Inc. at https://www.onespan.com.
10.7 By accepting these End User Terms, you accept the OneSpan Sign Terms and Conditions (as amended from time to time) which are located at https://www.onespan.com/terms-and-conditions .
10.8 You should ensure that you have read, understood and accept OneSpan’s and Yodlee’s privacy policies and terms as notified by OneSpan and Yodlee before registering an End User Account or accessing the Services and that you keep up to date with any changes to such policies and terms as may occur from time to time.
10.9 You represent and warrant that you are the owner of the Materials and each Third Party Account and/or are authorised to:
(a) disclose the Materials to MP; and
(b) appoint MP and Yodlee as your agent for the above purposes.
10.10 Any Third Party Account details, balances or information shown on the Website represent the most recent information provided to MP by the relevant Third Party Provider. MP gives no warranty or guarantee that such information is accurate or complete and is not responsible for the accuracy or completeness of such information.
10.11 You acknowledge and agree that: (a) Yodlee and OneSpan are third party beneficiaries under these End User Terms; (b) OneSpan and Yodlee are each therefore entitled to all of the rights, protections and benefits of these End User Terms which are applicable to MP; and (c) a reference to MP is a reference to OneSpan and Yodlee for the purposes of Yodlee and OneSpan enjoying the rights, protections and benefits of these End User Terms.
11. Third Party Material
11.1 The Services may make available information which is sourced from a Third Party Website. Where information is sourced from a Third Party Website, this will be indicated on the Website
11.2 We will attempt to retrieve and display the relevant publically available information from the Third Party Website where this functionality exists in the Website and there is a request that such information is displayed. In doing so, we simply seek to ‘pass through’ the publically available information on the Third Party Website and do not check the accuracy or completeness of this third party information. The intent of displaying the information from the Third Party Website is to facilitate easier interaction between the End User and the Adviser.
11.3 You must note that the information displayed from a Third Party Website is reflective of the information available at the time that the information is gathered by the Website. You should note that the information displayed from Third Party Websites is not refreshed automatically and, therefore, the information displayed may be out of date. MP advises the End User to update their information regularly, and also to note the time that the information displayed from a Third Party Website was last updated (which will be displayed on the Website). If the Website gives you the option to refresh information from a Third Party Website you should seek to update the information where possible.
11.4 We do not warrant the accuracy of any information which is presented from a Third Party Website within the Website or otherwise via the Services (regardless of source) and we accept no responsibility or liability for, the accuracy or reliability of such information. You should note that information collected from the Third Party Website may be inaccurate.
11.5 The Website may provide links or references to Third Party Websites or display material sourced from or uploaded by a third party (including a service supplier or consumer) ("Third Party Material"), including Third Party Websites and Third Party Material which MP may refer to you based on Materials you provide.
11.6 MP is not liable or responsible for and does not endorse the content of: Third Party Websites or Third Party Material; any use (or misuse) of information you may supply to or obtain from a Third Party Website, Third Party Provider or any Third Party Material; or for any goods or services offered to or used by you via Third Party Websites or from Third Party Providers.
11.7 MP is not a party to or responsible for any transactions you may enter into with any third parties, even if you learn of such parties (or use a link to such parties) from this Website.
11.8 MP may receive referral fees from or pay referral fees to Third Party Providers:
(a) which are linked or referred to on the Website;
(b) which are referred to you by MP in the course of providing the Services;
(c) which refer you to MP, the Services or the Website; or
(d) with which you choose to transact as a result of your use of the Website or Services.
12. Information on the Website
12.1 Information on this Website may change from time to time. It is not warranted or guaranteed to be correct, current, or complete.
12.2 You acknowledge and agree that the effectiveness of the Services may depend on the accuracy and completeness of information provided by you and of the Materials you may upload via the Website.
12.3 MP assumes no responsibility for updating this Website to keep information current or to ensure the accuracy or completeness of any posted information, including information and Materials posted or uploaded by you.
12.4 The Website may contain links or references to Third Party Websites or applications other than the Website. Any such links or references are provided for your convenience only. We have no control over Third Party Websites or applications and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any Third Party Website or app does not mean that we endorse that Third Party Website, application, product or service. Your use of a Third Party Website or app may be governed by the terms and conditions of that Third Party Website or application.
13. Functions of the Website
13.1 The Website may provide various functions, resources and financial management tools (including calculators) from time to time ("Management Tools"). Such Management Tools rely on data provided by you, Third Party Providers and Third Party Websites and make assumptions based on such data to generate information and results. The Management Tools are provided for information purposes only and should not be relied on as a substitute for professional advice.
13.2 MP does not warrant or guarantee that the Management Tools or the functions of the Management Tools (including the information and results generated by such Management Tools) are accurate or reliable, use appropriate assumptions, are fit for your particular purpose or are otherwise suitable for your use.
14. Technical requirements
14.1 Access to the Services may only be available to compatible devices which meet specific system or software requirements specified on the Website from time to time.
14.2 MP gives no warranty or guarantee that access to or use of the Services will be available to all devices and you are solely responsible for ensuring that any device you use meets system, software or other requirements specified on the Website from time to time.
15. Security of electronic communications
15.1 You acknowledge and agree that there are security and delivery risks in using electronic mail and transmitting data via the internet. Accordingly, MP gives no guarantee that any electronic communication you send to us, any Notification that we send you or any data transmission you make via the Website (including uploading any Materials) will be secure, uninterrupted or delivered.
15.2 You make such communications and transactions and agree to receive Notifications at your own risk. In particular, by communicating with us electronically, electing to receive Notifications or transmitting data via the Website (including uploading any Materials), you accept the risk of interception of such communications, transmissions, Notifications and Materials by third parties and of non-receipt or delayed receipt of such communications, transmissions, Notifications and Materials by us and you, as applicable.
16. Use of the Website
16.1 We reserve the right to limit the volume of Materials you may upload to our database and the volume of transactions you conduct on the Website at any time. You agree to comply with all applicable domestic and international laws applicable to your use of the Website. Without limitation, you agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, including, but not limited to, by uploading or transmitting through the Website any Viruses.
16.2 You must use the Website for personal and non-commercial purposes only.
16.3 You must not attempt to use the Website or any of its content to solicit others to participate in any organisation or commercial on-line service. Use of the Website in contravention of these End User Terms may result in you being banned from the Website, being liable to MP for breach of contract and/or infringing applicable law.
16.4 It is your responsibility to retain backup copies of all Materials you upload to the Website. We adopt commercially reasonable efforts to protect and preserve the Materials but accept no liability for any loss of or damage to the Materials, however caused.
17. No advice
17.1 MP is not a financial, accounting, investment, legal, tax or other adviser. You acknowledge and agree that the Services are provided solely to assist you to manage your financial and other information and to communicate with Advisers and Third Party Providers and do not constitute the provision of financial, accounting, investment, legal, tax or other advice by MP.
17.2 You should consider obtaining professional financial, accounting, investment, legal, tax and other applicable advice suitable to your particular circumstances before deciding to obtain such products or services.
18. Disclaimer of warranty
18.1 Use of this Website is at your sole risk. To the extent legally permitted, Materials provided by the End User, information, products, programs, functions and services are provided "as is", with no warranties or guarantees whatsoever.
18.2 MP expressly disclaims to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees or representations, including, without limitation, the warranties of satisfactory quality, fitness for a particular purpose and non-infringement of proprietary and intellectual property rights.
18.3 Without limitation, MP does not represent or warrant that the functions within the Website will be accurate, reliable, uninterrupted, error-free or secure, that any defects will be corrected, or that the Website or the server/s that make the Website available is free of Viruses or other harmful elements. You agree that in using the Website you have not relied on any statement or representation made by MP not expressly contained in these End User Terms.
18.4 You understand and agree that if you download or otherwise obtain materials, information, products, software, programs or services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system.
18.5 If the exclusion of any of the warranties, guarantees, conditions or representations referred to above is prohibited by law then, to the extent legally permitted, MP limits its liability for breach of any such warranties, guarantees, conditions or representations to resupply of the affected products or services or payment of the cost of resupply of the affected products or services, to be determined at MP’s discretion.
19. Limitation of liability
19.1 Nothing in these End User Terms shall limit or exclude MP’s liability for death or personal injury caused as a result of MP’s negligence or fraud or fraudulent misrepresentation.
19.2 To the extent legally permitted, in no event will MP be liable to any party for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in relation to the Website, the Services or any use of this Website, or of any site or resource linked to, referenced or accessed through this Website, or for the use or downloading, or access to, any materials, information, products or services, including, without limitation, any lost profits, business interruption, lost savings or loss of programs or other data, even if MP is expressly advised of the possibility of such damages. This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort (including negligence) or any other legal theories.
19.4 Nothing in these End User Terms shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(a) fraud or fraudulent misrepresentation; and
(b) any other liability that cannot be excluded or limited by English law.
20.1 You agree to indemnify us against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
(a) any breach by you of these End User Terms;
(b) any claim made against us by a third party arising out of or in connection with your performance (or failure to perform) any services, whether or not related to the Services; and
(c) any damage to property, death or personal injury caused by you.
20.2 From time to time, we may carry out maintenance of the Services which may result in certain parts of the Services becoming unavailable. We are not liable to you for the unavailability of the Services while we carry out any maintenance of the Services.
20.3 It is your responsibility to implement satisfactory safeguards and procedures to make sure any files or other information you obtain or submit through the Website are free from such contaminations or other harmful properties.
20.4 Subject to clause 19.4, we shall not be liable or responsible to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
(a) any indirect and consequential loss or for any loss of profit, loss of revenue, loss of business, loss of goodwill, reputational damage or loss, business interruption, or loss of business opportunity; or
(c) any loss or damage which arises out of or in connection with the use of the Services or Website or reliance on any Materials or any information provided by the Website or Services in relation to the Materials (including any information as to qualifications held by the Adviser).
22. Property Data and Reports Disclaimer
22.1 From time to time we may make available property indicative value reports and related data through the Website which has been sourced from Zoopla Limited ("Zoopla"). We cannot guarantee or make any representations regarding the use of, or reliance, on such data or reports. We are not responsible for any information provided by Zoopla and you should not rely on the data or reports without making your own independent assessment of the property and other sources of information.
22.2 MP may block access to, cease providing access to or cease making available property indicative value reports and related data through the Website (including by varying the terms and features of each End User Account) at any time by sending you a Notification at least 30 days before the change comes into effect.
23. Personal and Non Commercial Use Only
23.1 Data and valuations on this Website are provided for your personal and non-commercial use only. You must not, without the written approval of MP:
(a) modify, copy, distribute, transmit, display, perform, reproduce, publish or license any data and valuations from this Website;
(b) use or attempt to use any data and valuations published on this Website to create any website or publication;
(c) use any automated process of any sort to query, access or copy any data and valuations on this Website or generate or compile any document or database based on the data and valuations published on this Website; or
(d) transfer or sell any data and valuations offered on this Website.
If any part of these End User Terms is deemed unlawful, void or for any reason unenforceable then that provision is deemed to be severed from these End User Terms and does not affect the validity and enforceability of any of the remaining provisions of these End User Terms
25. Amendments to these End User Terms
No changes to these End User Terms are valid or have any effect unless agreed by us in writing, subject to the following. We reserve the right to vary these End User Terms from time to time. Our updated terms will be displayed on the Website and by continuing to use and access the Services following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these End User Terms from time to time to verify such variations.
No failures to exercise and no delay in exercising on our part any right or privilege under these End User Terms operates as a waiver thereof. A waiver by us of any breach of these End User Terms does not prevent the subsequent enforcement of that provision and will not be deemed to be a waiver of any subsequent breach of that or any other provision.
27. Entire agreement
27.1 These End User Terms and any other document referred to herein constitute the entire and only agreement between you and MP in relation to its subject matter and replace and extinguish all prior or simultaneous agreements, undertakings, arrangements, understanding or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter.
27.2 Each of the parties acknowledges that they are not relying on statements, warranties or representations given or made by any of them in relation to the subject matters of these End User Terms, save those expressly set out in these End User Terms, and that, to the extent legally permitted, they have no rights or remedies with respect to such subject matter otherwise than under these End User Terms.
You are not allowed to assign, novate, delegate or sub-contract any of your rights and obligations under these End User Terms. We may assign, novate, delegate or sub-contract any of our rights and obligations under these End User Terms at our discretion.
Unless otherwise expressly stated in these End User Terms, nothing in these End User Terms creates or is intended to create any relationship of partnership, joint venture, employment or similar between the parties. You have no authority to bind us or our related entities in any way.
30. Making complaints
In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to these End User Terms, including any dispute regarding the existence, validity or termination of these End User Terms, you should in the first instance contact us by email at firstname.lastname@example.org. We aim to respond to any complaint or dispute as quickly as possible and with a view to finding a satisfactory solution.
31.Governing law and Jurisdiction
These End User Terms 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) are governed by and construed in accordance with English Law. The courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland and if you are a resident of Scotland, you may also bring proceedings in Scotland.