Terms & Conditions

1 INTERPRETATION

In this Contract the following definitions will apply:

“Campaign” means the email marketing campaign produced by Jarrang pursuant to the Campaign Plan.

“Campaign Plan” means the plan for an email marketing campaign formulated by Jarrang that is signed by the duly authorised representatives of both parties in accordance with Clause 5.

“Client” means the organisation Jarrang makes this Contract with as set out in the Client Schedule.

“Client Group Company” means any person or entity Controlling, Controlled by or under common Control with the Client;

“Client Schedule” means the schedule in the Service Agreement listing the relevant charges and any Client specific terms of the Services.

“Client Materials” means data, information, designs, video, graphics, sound, music, photographs, software and any other material (in whatever form) which may be made available to Jarrang by the Client as part of the Services.

“Commencement Date” means the start date for the Contract as set out in the Client Schedule.

“Contract” means the agreement between Jarrang and the Client incorporating these Terms and Conditions and the Client Schedule.

“Control” means, in relation to a body corporate or undertaking, the power of a person to secure that its affairs are conducted in accordance with the wishes of that person:

a) by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate or undertaking; or
b) by virtue of any powers conferred by the articles of association or any other document regulating the affairs of or interests in that or any other body corporate or undertaking;

and, in relation to a partnership, means the right to a share of more than one-half of the assets, or of more than one-half of the income, of the partnership and “Controlled” and “Controlling” shall be construed accordingly;

“Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

“Deliverable(s)” means all copy, layouts, artwork, concepts, scripts, presentations, drawings, documents, charts, graphics, software code, HTML code, photographs, films and/or other materials created or produced by or on behalf of Jarrang for the Client in the course of providing the Services, on any media (whether any media exist at the Commencement Date or are subsequently developed). The Deliverables shall include all items that are identified in a Campaign Plan.

“Fees” the fees payable by the Client In accordance with clause 6 and as specified in the Client Schedule.

“Included Group Companies” means the Client Group Companies or brands listed In the Client Schedule who shall be able to use the Jarrang Platform and the Services under this Contract and “Included Group Company” shall be construed accordingly.

“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Jarrang” means Jarrang Limited (registered in England and Wales no: 4715116) whose registered office is Maritime House, Discovery Quay, Falmouth, Cornwall, TR11 3XA, United Kingdom.

“Jarrang Platform” shall mean the software belonging to Jarrang or its licensors which Jarrang may provide to the Client if selected in the Client Schedule.

“Minimum Term” shall mean the minimum contract term as set out in the Client Schedule.

“Personal Data” shall have the meaning given to it in the Data Protection Legislation.

“Pre-Existing Materials” means the documents and materials of Jarrang including any documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Jarrang in connection with performing the Services, in each case developed or acquired by Jarrang prior to the Commencement Date or independently of this Contract.

“Services” means the services provided by Jarrang to the Client as further detailed in the Client Schedule which will include where applicable, any other services and applications which Jarrang provides and the Client’s use of them in connection with the Services including the Jarrang Platform.

“Third Party Software” means any software provided by a third party (other than the Jarrang Platform) which the Client has selected to use to run the Campaigns, the Client’s chosen software shall be as specified in the Client Schedule.

2 COMMENCEMENT DATE AND TERM

2.1 This Contract shall commence on the Commencement Date and unless otherwise terminated under clause 11 shall continue for the Minimum Term and, thereafter, this Contract shall continue indefinitely until:

a) either party provides the other with at least 90 days written notice to terminate the Contract in which case the Contract will terminate upon expiry of the notice; or
b) otherwise terminated in accordance with the provisions of this Contract;

3 PROVISION OF THE SERVICES

3.1 In consideration for the payment of the Fees by the Client, Jarrang agrees to perform the Services and provide the Deliverables to the Client on the terms and conditions of this Contract.

3.2 In performing its obligations under this Contract Jarrang shall:

a) exercise the reasonable care and skill of a competent Email Marketing Agency.
b) endeavour to comply with any reasonable written instructions of the Client from time to time in a timely manner but time shall not be of the essence in relation to the performance of the Services and delivery of the Deliverables.

c) co-operate with any third parties as the Client may from time to time nominate for the purposes of performing the Services

3.3 Unless otherwise stated herein all other warranties, representations, conditions and terms implied by statute or common law are excluded from this Contract.

3.4 Jarrang does not guarantee the success of any Campaign in terms of open rates, click rates, conversions, engagement or otherwise.

3.5 Jarrang is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services, the Jarrang Platform and the Third Party Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.6. The Service may comprise software, services, technical information, training materials or other technical data which, because of their origin or otherwise are subject to the United Kingdom export control regulations or the laws or regulations of another country. In such cases, provision of the Service will be conditional on obtaining and maintaining all necessary consents. The Client agrees to comply with any such laws and regulations of any country that are applicable to the Client’s use of the Service.

4. CLIENT OBLIGATIONS

4.1 In respect of the Services the Client shall:

a) at all times co-operate with Jarrang;

b) provide to Jarrang, at Jarrang’s request, such information concerning the Client, the Client’s requirements in respect of the Services and the email marketing campaign to which the Services relate and any Client Materials as is reasonably necessary to enable Jarrang to perform the Services in a timely manner;
c) respond promptly to any request by Jarrang to provide direction, information, approvals, authorisations, or decisions that are reasonably necessary for Jarrang to perform the Services in accordance with the requirements of this Contract

4.2 Where the Client has choosen to use the Jarrang Platform the Client acknowledges that the Jarrang Platform is provided solely for its own use and it must not re-sell or attempt to re-sell the Jarrang Platform (or any part or facility of it) to any third party without Jarrang’s prior written approval.

4.3 Only the Client and the Included Group Companies can use the Jarrang Platform and the Services. The Client shall be liable for any actions or omissions of Included Group Companies using the Jarrang Platform. If an Included Group Company ceases at any time to be a Client Group Company (as defined in this Contract) any permissions and log ins to use the Jarrang Platform must be recalled by the Client and the connection terminated. The Client shall remain liable for the actions of the Included Group Companies until such time as the connection and usage is terminated and Jarrang is notified accordingly.

4.4 The Client shall procure the compliance of the Included Group Companies with the terms and conditions of this Contract as if they were each a party to this Contract. For the purposes of this Contract any action or breach by an Included Group Company shall be deemed to be the action or breach of the Client.

4.5 Without prejudice to any other rights Jarrang may have, Jarrang shall have the right to immediately withdraw an Included Group Company’s access to the Jarrang Platform should it be in breach of any of the terms or conditions of this Contract; or if it ceases to be a Client Group Company (as defined in this Contract). If access is withdrawn the Client will procure that all use of the Jarrang Platform by such Included Group Company ceases immediately.

4.6 The Client shall be liable for any and all charges, expenses or fees incurred by any Included Group Company.

4.7 The Client shall indemnify and hold Jarrang harmless from all liabilities, costs and expenses (including reasonable attorney’s fees) resulting from or related to Included Group Companies access and use of the Jarrang Platform.

4.8 The Client must ensure that the Client Materials do not include any information or material, any part of which or use of which would be a criminal offence or in any way unlawful and must ensure that all necessary licences and consents (including those from owners of copyrights or performing rights or any other Intellectual Property Rights) have been obtained.

4.9 The Client must ensure that they comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which relate to the provision of the Client Materials and which apply and/or which Jarrang may inform the Client of from time to time.

4.10 The Client must not use the Jarrang Platform:

(a) fraudulently or in connection with a criminal offence;
(b) to send, knowingly receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
(c) to cause annoyance, inconvenience or needless anxiety;
(d) in an unlawful manner, in contravention of any applicable legislation or licence as may be amended by Jarrang from time to time and which the Client is strongly advised to read;
(e) in any way that does not comply with any instructions that Jarrang provides to the Client from time to time.

4.11 If anyone other than the Client uses the Jarrang Platform with or without the Client’s knowledge or approval in contravention of this clause 4 Jarrang mayo treat such contravention as a material breach of Contract.

4.12 The Client must inform Jarrang immediately if any third party makes or threatens to make any claim or issue legal proceedings against them relating to their use of the Service and the Client shall, at Jarrang’s request, immediately stop the act or acts complained of. If requested the Client must confirm the details of the claim(s) in writing.

5. CAMPAIGN PLANS

5.1 If the Client wishes Jarrang to undertake a Campaign the Client shall discuss with Jarrang the email marketing services required in order to execute that email marketing campaign. As soon as is practicable following these discussions, Jarrang shall submit to the Client in writing, for approval a draft Campaign Plan which shall include:

a) a full explanation of the concept for the Campaign;
b) details of the services that Jarrang will provide in relation to the Campaign;
c) a proposed budget for the provision of those services, including details of fees and anticipated third-party fees and expenses in relation to the Campaign.

5.2 The Client shall, within 5 Business Days of receipt of the draft Campaign Plan, notify Jarrang in writing whether the Client:

a) approves the draft Campaign Plan;
b) wishes modifications to be made to the draft Campaign Plan (giving details); or
c) rejects the draft Campaign Plan and requires Jarrang to provide a new draft Campaign Plan.

5.3 Jarrang shall make any modifications to the draft Campaign Plan requested by the Client under Clause 5.2(b), or develop a new draft Campaign Plan if requested to do so by the Client under Clause 5.2(c) as appropriate, promptly following receipt by Jarrang of the relevant request from the Client, and resubmit the modified or new draft Campaign Plan to the Client for approval in accordance with clause 5.2.

5.4 Once a draft Campaign Plan has been approved by the Client under Clause 5.2, the duly authorised representatives of each party shall sign the draft Campaign Plan, which shall then become a Campaign Plan for the purposes of this agreement, shall be binding on the parties and shall form part of, and be governed by the provisions of, this Contract

5.5 Any changes to a Campaign Plan after approval in accordance with this clause 5 must be agreed in writing between the parties.

5.6 If there is any inconsistency or conflict between the provisions of any Campaign Plan and these Conditions, Conditions shall prevail to the extent of that inconsistency or conflict.

5.7 The Client may request, and Jarrang may recommend, a change to the Services (a Change) at any time. Where the Client requests any Change, Jarrang shall promptly provide the Client with a detailed note (Change Control Note), signed by Jarrang. Where Jarrang proposes any Change it shall submit an appropriate Change Control Note signed by Jarrang to the Client. Each Change Control Note shall set out:

a) the title of the Change;
b) the originator and date of the request or recommendation for the Change;
c) the reason for the Change;
d) full details of the Change;
e) the effect on the Fees, any third-Party fees and expenses, if any, of the Change;
f) details of the likely impact, if any, of the Change on other aspects of this Contract

5.8 Following receipt of a Change Control Notice, the Client shall evaluate the Change Control Note within its period of validity and do one of the following

a) request further information;
b) arrange for two copies of the Change Control Note to be signed by or on behalf of the Client and return one of the copies to Jarrang;
c) notify Jarrang of the rejection of the Change Control Note

5.9 A Change Control Note signed by the Client and Agency shall constitute an amendment to this Contract.

6 FEES AND PAYMENT

6.1 The Client agrees to pay all fees for the Service as specified in the Client Schedule and by the method of payment selected on the Commencement Date.

6.2 Payment shall be made in full before a Campaign starts unless otherwise agreed with Jarrang.

6.3 The Client will pay Jarrang for any expenses incurred in providing the Services provided the Client has approved the expense before it was incurred.

6.4 Unless otherwise specified in the Client Schedule, all Fees are payable monthly in advance. Unless Jarrang notifies the Client to the contrary, liability for Fees will start on the day Jarrang first makes the Service available to the Client.

6.5 All Fees for the Service are exclusive of any VAT or any other sales tax or duties, which, where applicable, shall be payable by the Client to Jarrang in addition.

6.6 Except as otherwise agreed between the parties, the Client shall pay all undisputed invoices submitted by Jarrang within 14 days of receipt of that invoice by the Client.

6.7 Each party shall pay interest on any sum due under this Contract calculated as follows:

a) Rate. 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
b) Period. From when the overdue sum became due, until it is paid.

6.8 All sums payable under this Contract shall be paid in British pounds sterling to the credit of Jarrang’s bank account, details of which shall be notified to the Client as and when necessary.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1 Jarrang acknowledges that the Client owns all right, title, and interest in, to and under the Intellectual Property in the Client Materials and that Jarrang shall not acquire any proprietary rights therein. The Client and its licensors are, and shall remain, the sole and exclusive owner of all Intellectual Property Rights in and to all Client Materials.

7.2 The Client warrants to Jarrang that the Client Materials do not infringe the rights of any third parties.

7.3 As between the Client and Jarrang, all Intellectual Property Rights and all other rights in and to the Deliverables (except for any confidential information of the Client or Client Materials) and the Pre-Existing Materials shall be owned by Jarrang. Jarrang hereby grants the Client a perpetual, limited, non-exclusive, royalty-free, worldwide license to use all such rights for any purpose/to the extent necessary to enable the Client to make reasonable use of the Deliverables and the Services.

7.4 Subject to and in accordance with the terms and conditions of this Contract, the Client grants Jarrang a limited, non-exclusive, royalty-free, worldwide license during the Term to use Client Materials solely to the extent necessary to provide the Services to Client.

7.5 The Client grants Jarrang a non-exclusive, non-transferable, royalty-free licence for the Term to use its trade marks in the creation of the Deliverables and performance of the Services in accordance with this Contract. Jarrang shall only use the Trade Marks in accordance with any brand guidelines provided by the Client

7.6 Jarrang acknowledges that it will not gain any right, title or interest in any trade marks or associated goodwill, which shall vest automatically in the Client (and Jarrang shall not make any use of them except in accordance with the terms of this Contract).

7.7 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 7.7. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. Each party may disclose the other party’s confidential information:

a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 7.7; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8. THIRD PARTY SOFTWARE AND THE JARRANG PLATFORM

8.1 Where the Client has opted to use Third Party Software the Client shall ensure that its licence from the third party permits it to provide Jarrang with its own log in (unless otherwise agreed) and for Jarrang to use the Third Party Software. The contract for use of the Third Party Software shall be between the Client and the third party and Jarrang will not enter into a direct contract with the third party selected by the Client. The Client shall be responsible for ensuring that the Third Party Software is suitable for its individual needs and Jarrang does not accept any responsibility or liability for the Client’s selection of a particular Third Party Software.

8.2 The Client is responsible for informing Jarrang of any terms of use or restrictions relating to the Third Party Software.

8.3 Intellectual Property Rights in the Jarrang Platform and documentation supplied by Jarrang for use in connection with provision of the Service remain the r property of Jarrang or Jarrang’s licensors unless otherwise agreed in writing.

8.4 The Client may use the Jarrang Platform to the extent necessary to use the Service but the Client must not and must not permit any other person to decompile or modify the Jarrang Platform, nor copy the manuals or documentation.

8.5 The Client must not transfer, assign or sub-license its right to use the Jarrang Platform or attempt to do so.

8.6 Jarrang may offer updates or modifications to the Jarrang Platform or documentation capable of delivery on-line. Any applicable charges for such updates or modifications will be notified to the Client at the time Jarrang offers such updates or modifications.

8.7 The Client must only access the Services through the Third Party Software or the Jarrang Platform (as selected in the Client Schedule) or in an alternative way permitted by Jarrang and the Client must not attempt to circumvent any security measures in the Jarrang Platform or attempt to gain access to the source software or compiled code.

9. DATA PROTECTION

9.1 Both Jarrang and the Client will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 9, Applicable Laws means (for so long as and to the extent that they apply to Jarrang) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Jarrang is the processor.

9.3 Without prejudice to the generality of clause 9.1 the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Jarrang for the duration and purposes of the Contract.

9.4 Without prejudice to the generality of clause 9.1 Jarrang shall, in relation to any personal data processed in connection with the performance by Jarrang of its obligations under the Contract:

a) process that personal data only on the documented written instructions of the Client unless Jarrang is required by Applicable Laws to otherwise process that personal data. Where Jarrang is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Jarrang shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Jarrang from so notifying the Client;
b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i) the Client or Jarrang has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Jarrang complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Jarrang complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
(v) assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

9.5 The Client consents to Jarrang appointing third party processors of Personal Data under the Contract. Jarrang confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 9 and in either case which Jarrang confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and Jarrang, Jarrang shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 9.

10 SECURITY

10.1 The Client may be issued with a set of unique passwords and user names to access the Jarrang Platform. The Client is responsible for the security and proper use of all passwords relating to the Jarrang Platform and must take all necessary steps to ensure that all passwords are kept confidential, secure and are used properly.

10.2 The Client must inform Jarrang immediately if they have any reason to believe that any password or user name has become known to someone not authorised to use it or if any password or user name is being or is likely to be used in an unauthorised way.

10.3 If Jarrang has reason to believe that there is likely to be a breach of security or misuse of the Jarrang Platform it may:

(a) change the password or user name and notify the Client accordingly; and/or
(b) suspend the Client’s user name and password access to the Service.

10.4 If the Client forgets any password, by contacting Jarrang by telephone and satisfying any security checks required, Jarrang will be given a new password to enable the Client to use the Jarrang Platform.

10.5 The Client agrees to notify Jarrang immediately of any changes to the information the Client give to Jarrang during the registration process including any changes to your account details.

10.6 The Client confirms and warrants that all the information supplied by it when it registers for the Jarrang Platform is true, complete and accurate in all respects.

11. TERMINATION

11.1 Jarrang can suspend the provision of the Services to the Client or end this Contract (or both) with immediate effect on giving written notice if:

(a) the Client breaches any provision of this Contract and fail to remedy the breach within a reasonable period of being asked to do so; or
(b) Jarrang believes the Services are being used in a manner prohibited under these Conditions even if the Client is unaware that the Services are being used in such a way; or
(c) bankruptcy or insolvency proceedings are brought against the Client or if the Client do not make any payment under a judgement of a Court on time, or the Client make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets or the Client go into liquidation ;or
(d) Jarrang’s licence to resell the Jarrang Platform ceases or terminates, where this arises Jarrang may in its sole discretion choose to offer an alternative system rather then terminating this Contract

11.2 If Jarrang suspend the Services for breach of this Contract by the Client, Jarrang will not restore it until Jarrang receives an acceptable assurance from the Client that there will be no further breach. While the Services are suspended under this clause the Client must pay the Fees for the Services until the Contract is terminated.

11.3 If Jarrang end this Contract under clause 11.1 Jarrang reserve the right to demand immediate payment for all Fees which are due for the Service under this Contract, including any unpaid charges for the remainder (if any) of the Services.

11.4 The Client must pay the Fees for the Services up to the date of termination.

11.5 If the Client ends this Contract under clause 11.1 Jarrang reserve the right to demand immediate payment for all Fees which are due for the Services under this Contract, including any unpaid charges for the Services already provided but not yet invoiced.

12 OUR LIABILITY

12.1 Jarrang does not warrant that the use of the Jarrang Platform will be uninterrupted or error-free.

12.2 Except as expressly and specifically provided in this Contract:

a) the Client assumes sole responsibility for its use of the Jarrang Platform. Jarrang shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Jarrang by the Client in connection with the Services, or any actions taken by Jarrang at the Client’s direction; and
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract;

12.3 Nothing in this Contract excludes the liability of Jarrang:

a) for death or personal injury caused by Jarrang’s negligence; or
b) for fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.2 and clause 12.3:

a) Jarrang shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
b) Jarrang’s total aggregate 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 Contract shall be limited to the total Fees paid by the Client during the 12 months immediately preceding the date on which the claim arose.

12.5 You acknowledge that Jarrang have no control over the information which can be accessed by using the Services and that Jarrang do not examine the use to which the Client put the Services or the nature of the information the Client send or upload. Jarrang excludes all liability of any kind for the transmission or reception of such information of whatever nature.

12.6 Jarrang excludes all liability of any kind for information the Client may upload to the Jarrang Platform. However Jarrang reserve the right to remove any of your information following notice to the Client, if Jarrang reasonably believe that there may be a breach of this Contract, the law or any third party rights.

12.7 Jarrang is not liable whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication, Third Party Software or Internet services or for faults in or failures of their networks and equipment.

12.8 Each provision of this clause 13 operates separately in itself and survives independently of the others.

13 CHANGES TO THIS CONTRACT

Jarrang may change the terms and conditions of this Contract at any time. Jarrang will give the Client at least 90 days’ notice to accept any such changes before they take effect. If the Client does not wish to accept these changes the Client can terminate this Contract by providing 90 days’ written notice.

14 ASSIGNMENT

Jarrang may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all of its rights and obligations under this Contract. The Client shall not at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all of its rights and obligations under this Contract.

15 MATTERS BEYOND OUR REASONABLE CONTROL

Jarrang will not be liable if Jarrang cannot do what Jarrang have promised in this Contract because of something beyond our reasonable control such as lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees).

16 GIVING NOTICE

16.1 Notices given under this Contract may be given by email or in writing and delivered by hand or pre-paid post to the addressee:

(a) To Jarrang: at the postal address or e-mail address Jarrang specify when the Client register for the Service or any alternative address which Jarrang notify to the Client at any time.
(b) To the Client: at the postal address or e-mail address the Client specify when registering for the Service or any other alternative address which the Client notify to Jarrang at any time.

17 INDEMNITY

The Client shall defend, indemnify and hold harmless Jarrang against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or the Third Party Software other than in accordance with the terms of this Contract.

18 THIRD PARTY RIGHTS

A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19. ENTIRE AGREEMENT

This Contract as amended constitutes the entire agreement between the parties to the exclusion of any other terms and conditions the Client may purport to incorporate into the Contract and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20. SEVERANCE

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. WAIVER

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22. LAW AND JURISDICTION

This Contract is governed by English Law and the Client and both parties submit to the exclusive jurisdiction of the English courts.