These The.Domain.Name (hereinafter referred to as “TDN”, “Forever Un Limited“, “us”, “we” or “our”) Terms & Conditions (the “Terms”) and Privacy & Cookie Policy, along with the Sign-Up Form (the “Sign-Up Form”) that you filled in when you signed-up to use the TDN products and/or services (collectively the “Agreement“), contain the complete terms and conditions and understanding of the relationship between you and Forever Un Limited (each a “party” together the “parties”), and your use of the TDN product and Services (the “TDN Service(s)”).

Forever Un Limited is a company registered in England and Wales (Company No. 08783205) and whose registered address is 1, Alfriston Park, Seaford, East Sussex, BN25 3LS England, United Kingdom.

1. THE AGREEMENT

1. This Agreement governs your relationship with us and your use of the TDN Service and replaces any and all previous versions of the Agreement.

2. When you submit your completed Sign-Up Form on the TDN Service website (the “TDN Website”) you are acknowledging your acceptance and agreement to bound by all the terms and conditions set out in this Agreement as may be amended and/or modified from time-to-time.

3. The information that you complete and then submit to us in the Sign-Up Form must be truthful and complete at all times. If any or all of the information you have provided us with changes, then it is your responsibility to update it on the systems or notify us in writing by email.

4. This Agreement is formed (the “Effective Date”) when we send you an email acknowledging your submission of the Sign-Up Form and that we have accepted your registration to open a TDN user account (“User Account“) or when you login to use your User Account, whichever shall occur the earliest.

5. You acknowledge, accept and agree that we may at any time, in our sole and absolute discretion, modify and/or amend any of the terms of this Agreement (“Agreement Changes”).

6. We may notify you of any Agreement Changes by either: (a) sending an email to the relevant contact details you submitted on your Sign-Up Form; or (b) by posting the new version of the Agreement on the TDN Website.

7. You acknowledge, agree and accept that we have the right to make Agreement Changes without notice and without cause, and that such Agreement Changes shall be effective as soon as we have notified you under Clause 1.6 above. By continuing to use the TDN Website after any Agreement Changes you are acknowledging your acceptance of the same.

8. Where there is a conflict between any of the content set out on the TDN Website, and/or any correspondence entered into between you and us (whether written or otherwise), and/or this Agreement, then the Agreement shall prevail.

9. It is your responsibility to visit the TDN Website frequently to ensure that you have the latest version of the Agreement.

2. PROVISION OF THE TDN SERVICE

1. The TDN Service shall be provided for your use as of the Effective Date in accordance with this Agreement.

2. You acknowledge and agree that provision of the TDN Service is conditional upon you: (a) adhering to all the terms and conditions of this Agreement; and (b) promptly providing us with all reasonable assistance and information as we may reasonably require from time-to-time to enable us to deliver the TDN Service to you.

3. USER ACCOUNT

1. There are two types of User Account available to you:

(a) a free account (“Free Account”); and

(b) a paid account, the different levels of which may be referred from time-to-time as a “Silver”, “Gold”, “Platinum” or “PAYG” account (each a “Paid Account”).

2. Details of the features of the Free Account, along with the costs and features of the Paid Accounts can currently be found on the payment plan page of the TDN Website (the “Payment Plan”) and can be signed-up for on a month-by-month basis (a “Monthly Plan”) or purchased for a year in advance (a “Yearly Plan”).

3. The Monthly Plan shall be renewed on a monthly basis, one (1) month from you signing-up for your Paid Account and each month thereafter (each a “Monthly Renewal Date”), until such time as you cancel your Paid Account.

4. The Yearly Plan shall be renewed on a yearly basis, one (1) year from you signing-up for your Paid Account and each year thereafter (each a “Yearly Renewal Date”), until such time as you cancel your Paid Account.

5. You may cancel your Paid Account at any time (“Cancellation Date”), and you will continue to receive the TDN Service for your Paid Account up until the date on which your next Monthly Renewal Date or Yearly Renewal Date would have otherwise been due (“Finish Date”) however no pro-rata refund will be given for the period of time between your Cancellation Date and the Finish Date.

6. In the event that the price of a Payment Plan is increased (“New Prices”) you will be entitled to continue using your Paid Account at the price you signed-up to until the next Monthly Renewal Date or Yearly Renewal Date as applicable. By continuing to use your Paid Account beyond this date you accept that we will be entitled to charge you the New Prices.

7. If you do not accept the New Prices then you should cancel your Paid Account prior to the next Monthly Renewal Date or Yearly Renewal Date as applicable, however no pro-rata refund will be given for the period of time between the Cancellation Date and the Finish Date.

8. In the event that you decide to upgrade a Paid Account to a higher level of account, by way of example only, from a Silver to a Gold Account (each your “Original Paid Account” and an “Upgraded Paid Account“) then you will have access to the features of the Upgraded Paid Account immediately upon making the relevant payment for that Upgraded Paid Account. The Monthly Renewal Date or Yearly Renewal Date (as applicable) for your Upgraded Paid Account will be extended by the number of days that were still to run on your Original Paid Account until the next Monthly Renewal Date or Yearly Renewal Date (as applicable).

9. In the event that you decide to downgrade your Paid Account to a lower level of account, by way of example only, from a Gold to a Silver Paid Account (each your “Original Paid Account” and a “Down-Graded Paid Account“) then you will continue to have access to the features of your Original Paid Account until the next Monthly Renewal Date or Yearly Renewal Date (as applicable). After that date you will only receive the features of your Down-Graded Paid Account.

10. Credits for each account last for the period of that Paid Account term. The normal term is monthly.

11. Credits from each months paid account term do not roll over from one month to another.

12. No refund will be given if you purchase Additional Credits and are unable to use them due to lack of Availability.

13. Additional Credits may be rolled-over from one month to another.

14. Any times where you click reveal to gain access to the TDN data, the indicated quantity of credit(s) will be deducted from your credit balance. If your credit balance is below the indicated quantity of credits required to reveal the domain name data then the TDN system will charge your payment method for the credits required.

15. Any times where you have clicked reveal to gain access to the TDN data and where the domain name is available to be registered at the time of you clicking reveal, TDN will not refund this credit other than where TDN has made an error and the domain is unavailable to be registered at the time of clicking reveal.

14. It is your responsibility to ensure that you have cancelled any subscription in place for your Paid Account. You must cancel your Paid Account within the TDN Service application (“Cancellation“). No cancellations are valid unless made by you via the Cancellation, and any cancellation requests that are emailed to us will be ignored.

4. AUTHORISED USE OF THE TDN SERVICE

1. In consideration of you providing us with the information you gave us with when you signed-up for a User Account, and where applicable in consideration of your payment for a Paid Account, and subject to the other provisions of this Agreement, you are granted a non-exclusive, non-transferable licence, for the duration of this Agreement, to access and use the TDN Service and the Customer Data.

2. Except as expressly set out in this Agreement, all rights in and to the TDN Service including any software and data (collectively and singularly the “TDN Software”) are reserved to us.

3. You shall not: (a) permit any third party to access or use the TDN Service or TDN Software or use the TDN Service or TDN Software on behalf of any third party; (b) copy, modify, adapt or create derivative works from the TDN Software or any output from the TDN Software; (c) attempt to discover, gain access to or reverse engineer the TDN Service or the TDN Software; (d) attempt to interfere with the proper working of the TDN Software or the TDN Service and, in particular, not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the TDN Software or TDN Service or any website, computer system, server, router or any other internet-connected device; or (e) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, the TDN Software or the TDN Service; and shall not permit any third party to do any of the foregoing.

4. Without prejudice to the foregoing you must not use TDN, the TDN Service or any other service that we may offer from time-to-time in any way that is unlawful, illegal or in any other way causes harm or detriment to us and/or other users of TDN, the TDN Service and /or our services (“Service Harm”). Such usage may include, but not be limited to, adding a disproportionate amount of websites, tests or other requests into TDN, the TDN Service and/or services, taking into account at all times, the level of account that you are on and the level of resources that your requests will demand (“Fair Use”). We reserve the right in our sole and absolute discretion to limit, restrict and/or terminate any account which causes Service Harm or breaches our Fair Use policy.

5a. You may only use the TDN and the TDN Service for acquiring domain names to be owned and/or controlled by you. You are not authorised under this Agreement to use TDN and/or the TDN Service to acquire domain names for third parties (which shall include for the avoidance of doubt, any domain name which is not owned and/or controlled by you and where you do not have prior written permission from the ultimate beneficial owner of a domain name or website). Without prejudice to the foregoing, such use may include, but shall not be limited to, the registering of domains for third parties for the purposes of creating research or reports on those domains for whatever purpose.

5b. When you domain name is registered via the TDN service it must always be registered in the name of the person or entity that will be the gaining benefit of the domain name. Registration information must always be truthful and verifiable. We, or our registration partners, may ask for documentation to assist in ascertaining the registration information for a domain name is accurate. If this is not produced within a reasonable time frame as determined by us, then the domain name you may lose access to it.

5c. All domain names registered under the UK namespace and ultimately managed by Nominet must always be registered and be compliant with all the terms and conditions as published from time to time by Nominet and available at http://www.nominet.uk/go/terms

5d. When you register a domain name via one of our partners you fully agree to to that partner’s terms and conditions of service as well as their acceptable usage policies.

5e. You agree that we will not be responsible for cancelled domain names that you fail to renew, either automatically or manually. In any case, if you fail to renew your domain name in a timely fashion, additional charges may apply. If you signed up for privacy services, protected registration, or any other similar service, with your domain name registration, these services will automatically be renewed when your domain name registration is up for renewal, and you will incur the applicable additional renewal fee unless you cancel in advance.

If you fail to renew your domain name in the timeframes indicated when you register a domain name (normally annually) you agree that we may, in our sole discretion, renew your expired domain name on your behalf. If we decides to renew your expired domain name on your behalf, you will have a Renewal Grace Period during which you may reimburse us for the renewal and keep your domain name. The Renewal Grace Period is currently twelve (14) days but subject to change under the terms of this Agreement.

If you do not reimburse us for the renewal during the Renewal Grace Period your domain name will be placed on Hold and flagged for deletion after which you will have a 30-day redemption period during which you may pay us a Redemption fee and redeem your domain name.

The Redemption fee is currently £50.00 and is subject to change under the terms of this Agreement. To enable a redemption period renewal, please open a ticket within the TDN members area.

If you do not redeem your domain name prior to the end of the 30-day redemption period wey may, in its sole discretion, delete your domain name or transfer it to another registrant on your behalf. During the redemption period your domain name may be parked.

6. The TDN Service is for your own use only and you may not, without our prior written consent (which we may withhold in our absolute discretion), allow any third party to use the TDN Service, re-sell or otherwise offer for sale the TDN Service.

7. Where we believe, in our sole and absolute discretion, that you are, or are likely to become in breach of any provision of any clause, we shall be entitled to immediately suspend and/or terminate your TDN User Account. Where you have a Paid Account, no refund (pro-rata or otherwise) shall be due to you upon termination. All domains within the account will also be terminated and your access to them may cease.

UK DOMAIN NAME SPECIFIC

5. If you register a domain via the ForeverUn Limited T/A The.Domain.Name registrar rather than any of our other registration partners then these additional terms in section 5 apply.

5.1. The price for the domain name registration will be shown before you decide to purchase the domain name registration. This price may change from time to time but those changes will always be available and shown to you prior to your decision to purchase.

5.2. The domain name renewal fee will always be shown to you prior to you renewing. This price may change from time to time but those changes will always be available and shown to you prior to your decision to renew.

5.3. Your domain registration will last the registration period that you choose when you register the domain name. At any point during the domain registration period you will be able to extend the registration period. The price may change from time to time but those prices for doing so will be shown to you prior to you choosing to extend the registration period.

5.4. If you decide you do not wish to renew your domain name and let your registration of it to expire, you must disable the auto renew function within that domain’s domain dashboard within the TDN system. Not disabling the auto renew option will mean the domain name will be renewed at the prevailing rate we charge for that domain at that time.

5.5 While your domain name registration is active all functions related to the domain name, other than transferring the domain name to another registrar or tag holder, can be managed via the Domain Dashboard for that domain name.

5.6. If you wish to transfer your domain name to another registrar or tag holder and your TDN account is in good standing then please open a ticket. No charge will be made for this service.

5.6. If your domain name registration period has expired but is within 60 days of the expiry date, you can regain access to your domain name and extend the registration period at no additional charge over and above the normal fee we charge for that domain’s domain name registration.

5.7. If your domain registration has expired but is over 60 days of the expiry date but within 90 days of the expiry date, we may be able to assist in you regaining access to your domain name, however there will be a charge for this of £50.00

5.8 If your domain registration has expired and passed 90 days we reserve the right to transfer the domain into our name. If this happens we may make the domain available to you or others.

6. USE OF NAME AND LOGO & INTELLECTUAL PROPERTY RIGHTS

1. You agree that we may use your name or logo on the TDN Website announcing that you are a customer of the TDN Service.

2. “TDN” is a registered trade mark owned by us (“Our Trade Mark”) and you agree, acknowledge and accept that any use of any trade mark, domain name, trade or service name that contains Our Trade Mark (or any element thereof) and/or is confusingly similar to Our Trade Mark is not authorised without our prior written consent.

3. You agree, accept and undertake that: (a) you will not register or attempt to register any domain name, trade mark or trading or service name (anywhere in the world) which includes Our Trade Mark (or any element thereof) and/or is confusingly similar to Our Trade Mark; (b) any and all use of Our Trade Marks by you (including any domain name or trade mark registered by you under Clause 5.3(a), inures to our sole benefit and that you do not obtain any such domain name and/or trade mark as a result of such use; (c) you will at your sole cost and responsibility transfer to us upon demand any domain name or trade mark application or registration registered by you under Clause 5.3(a); and (d) you will not challenge or attack our right to Our Trade Marks or challenge our ownership of them in any way.

4. You are not permitted, other than in accordance with this Agreement to use any of our Intellectual Property Rights without our prior written consent. Our “Intellectual Property Rights” include, but not be limited to any and all rights in existing and future trade marks, service marks, trading or business names, domains names, registered designs, copyright, computer software and code, database rights, topography rights, moral rights, trade secrets, know-how and any other similar forms of protection throughout the world (whether or not registered), for the full period of time that such rights and can be protected for, and any extensions and/or renewals of the same.

5. We strive to maintain a high-level of service, and a lot of customers depend on our high standards of quality. As such, we will not provide services to those that are using our services for:

(a). Hacking, which includes, for example penetrating or attempting to access, without authorisation, another computer or network. Port scans, stealth scans, and fraudulent credit card “phishing” techniques are also prohibited.
(b). Hosting of files or other data that infringes on another’s copyright or other intellectual property rights.
(c). We reserve the right to act immediately and in any way we deem appropriate, if any complaints or claims with related to copyright infringement, Trademark abuse, false information, Digital Millennium Copyright Notices, European Union Copyright Directive or other similar matters in relation to any domain name, website content or other, are made to us.
(d). Spamming, or sending of bulk unsolicited email. We maintain a strict policy on spamming, which includes the sending of unauthorised commercial messages by use of our services, or by maintaining an open SMTP connection. We reserve the right to refuse or terminate service based on reasonable indications that you are engaged in spamming of any sort.
(e). Placing undue burden, whether with intent or not, on our server(s) or network(s), or third party vendors’ server(s) or network(s). You agree that we may place restrictions on, or terminate, services dependent on the extent that they exceed the use of services by similarly situated customers.
(f). Uploading or linking to any content that violates another’s right of publicity or privacy.
(g). Distributing hate speech, or any other content that is obscene, abusing, which could be considered libellous and defamatory.
(h). Hosting, storing, or distributing child pornography. If any such content is found and brought to our attention, the proper law enforcement agencies will be notified.
(i). Hosting, storing, or distributing pornographic material. This includes sites that may provide links to adult content elsewhere. In addition, our servers and services may not be used for the propagation, distribution, housing, processing, storing or otherwise handling in any way lewd, obscene, or satanic materials.
(j). We do not allow the hosting of proxy websites on any of our shared hosting plans.
(k). We retain the right, at our discretion, to refuse to provide new service to any individual, group or business, or to discontinue providing services if we deem that your services or actions negatively impact the stability of our platforms and/or our ability to provide services to our clients.

7. You agree, accept and undertakes that you will not challenge or attack our right to Intellectual Property Rights or challenge our ownership of them in any way.

8. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the TDN Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

9. CUSTOMER DATA & SERVICE DATA

1. The Customer Data shall be owned by you. “Customer Data” means the analytical data that we may provide you with from time-to-time in relation to domains that you have acquired – including by way of example only, the online availability of those website(s) that you monitor (singularly and collectively “Your Websites”). You may only use the Customer Data for the internal purposes of your business (or as otherwise permitted under this Agreement) and always in accordance with all Applicable Laws.

2. We will have the right to use the Customer Data in an anonymised and/or aggregated form (“Aggregated Data”) provided always that it is not possible for the relevant recipient of the Aggregated Data to identify you or your websites.

3. Any data which is not Customer Data shall be considered “Service Data” and shall be owned by us.

10. REFUNDS

1. Further to Clauses 3.5 and 3.6 above you may cancel your Paid Account at any time, however no pro-rata refund will be given for the period of time between the Cancellation Date and the Finish Date.

2. In the event that you experience any problems with the TDN Service you should contact a member of our staff by email or through the live-chat facility, if available, on the TDN Website.

3. We will work with you to resolve any issues that you may have with your User Account but no refunds will be given, except as required by law, to Users have who signed-up for a Paid Account but no longer wish to user the TDN Service.

11. LEGAL COMPLIANCE

1. You may only use the TDN Service and/or the TDN Software and/or the Customer Data in accordance with all Applicable Laws.

2. You warrant that without prejudice to the generality of the above: (a) that Your Websites shall be and remain lawful; and (c) that Your domains and websites do not promote any products, goods or services which are not lawful in any jurisdiction in which they’re made available.

3. TDN warrants that: (a) it has the right to enter into this Agreement and to provide the TDN Service as contemplated by this Agreement; and (b) it will provide the TDN Services using reasonable care and skill.

4. If any of the warranties in Clause 9.3 are breached you must notify us as soon as possible and give us a reasonable amount of time to fix the problem and (if necessary) to make available a corrected version of the TDN Service or a reasonable way to work around the problem that is not materially detrimental to you. We will take any such remedial steps at no additional charge to you. And provided we are able to do this, then this shall be your sole and exclusive remedy in relation to any breach by us under this Agreement, and subject only to Clause 10.1 below, we will have no other obligation or liability in relation to any breach.

5. You agree and accept that we cannot be held liable for and do not guarantee: (a) the continuous availability of the TDN Service and/or TDN Website; (b) the response time of the TDN Service and/or the TDN Website; (c) the accuracy of the Customer Data in relation to Your Domains or Websites; and/or (d) the success of the TDN service, nor do we guarantee that we will be able to contact you to inform you of the same.

6. Except as otherwise expressly set out in this Agreement, and subject only to Clause 12.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the TDN Websites, the TDN Services and/or the TDN Software or to anything else supplied, provided or produced by us under this Agreement.

7. Without prejudice to the generality of Clauses 9.5 and 9.6 above, in particular we give no warranties as to the operation of the TDN Service, TDN Website and/or the TDN Software and/or that the provision of Data to you will be uninterrupted, contaminant-free and/or error-free and/or that they will meet your requirements.

12. CONFIDENTIAL INFORMATION

1. Either Party may disclose the other’s confidential information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

13. INDEMNITIES

1a. We will indemnify you against all loss or damage that you incur or suffer as a result of any claim by a third party that the access and use, in accordance with this Agreement, by you of the TDN Software and/or the TDN Service infringes the intellectual property rights of any third party. This indemnity shall not apply in respect of any claim to the extent such claim arises as a result of: (a) the use or combination of the TDN Software and/or the TDN Service with material or services not supplied by us or of which we were not aware; (b) modifications to the TDN Software and/or the TDN Service carried out by anyone other than us; or (c) where we have modified the TDN Service and/or TDN Software with any design, function or functionality, specification or instructions or otherwise as requested by you.

1b The TDN content archive tool and use of data from the content archive tool is specifically excluded from the indemnity we offer you. If you use the data from the content archive tool in any other way than for historical research reasons, you fully indemnify us for your use of the data we provide.

2. In the event that any claim is made under Clause 11.1 above, we shall, at our sole option, and at our own cost and expense, make all reasonable efforts, as soon as reasonably possible to: (a) procure for you the right to continue accessing and using the TDN Software and/or the TDN Service (as the case may be), in accordance with this Agreement, without infringement; or (b) replace or modify the TDN Software and/or the TDN Service (as the case may be) with software and/or services of substantially equivalent specification so as to avoid the infringement; and provided we do so, we shall have no further liability to you in respect of the infringement claim.

3. You will indemnify us against any and all losses or damages that we incur or suffer as a result of: (a) any breach by you, or of any your employees, agents or contractors, of you warranties, undertakings and/or obligations under this Agreement; (b) any claim by a third party as a result of your use of the TDN Service relating to any of Your Websites which breaches any Applicable Laws; and/or (c) any infringement by you, or any of your employees, agents or contractors, of any of our intellectual property rights, including but not limited to, in the TDN Website, the TDN Service and/or the TDN Software.

4. Wherever an indemnity is given in this Agreement by one Party (the “Indemnifying Party”) to the other (the “Indemnified Party”), such indemnity shall be conditional upon: (a) the Indemnified Party promptly notifying the Indemnifying Party in writing of any claim which is subject to the indemnity; (b) the Indemnified Party ensuring that no admission as to liability or any settlement or compromise of any such claim is made without the prior written consent of the Indemnifying Party; (c) the Indemnifying Party being entitled, upon request and at its cost and expense, to assume exclusive conduct of such claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with such claim, provided that no settlement of a claim which would prejudice any rights of the Indemnified Party shall be entered into without the Indemnified Party’s written consent, not to be unreasonably withheld or delayed); (d) the Indemnified Party lending the Indemnifying Party all reasonable assistance in the defence of such claim and/or the negotiation of any settlement, at the Indemnifying Party’s cost; and (e) the Indemnified Party using commercially reasonable endeavours to mitigate any loss or damage.

14. LIABILITY OF THE PARTIES

1. Liability: (a) for death or personal injury caused by negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission; or (c) for any other liability which may not lawfully be excluded or limited; is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

2. Subject to Clause 12.1 above, we will not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers, contracts or opportunity; (d) loss of or damage to reputation or goodwill; (e) loss of anticipated savings; (f) loss of any software or data; (g) loss of use of hardware, software or data; (h) loss or waste of management or other staff time; or (i) indirect, consequential or special loss; arising out of or relating to this Agreement.

3. Subject to Clauses 12.1 and 12.2 above, our total liability arising out of or relating to this Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims arising during the term of this Agreement, up to a maximum liability the amount paid by your under any Payment Plan in the preceding twelve (12) months.

15. TERM OF THE AGREEMENT

1. This Agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue in force until terminated by either Party in accordance with Clause 14 below.

16. TERMINATION OF THE AGREEMENT

1. Either Party may terminate this Agreement by giving the other written notice if the other: (a) materially breaches any term of this Agreement and it is not possible to remedy that breach; (b) materially breaches any term of this Agreement and it is possible to remedy that breach, but the other fails to do so within thirty (30) days of being requested in writing to do so; (c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within twenty-eight (28) days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

2. For the purposes of this Clause 14.2, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other Party into the same position which (save as to the date) it would have been in if the breach had never occurred. The parties acknowledge and agree that any breach by the Client of any of the provisions of Clauses 3, 4, 5, 6 and 9 shall be a material breach that is incapable of remedy.

3. We are entitled to terminate this Agreement without cause on providing you with twenty-four (24) hours notice; such notice to be sent the email address you provided us with when you signed-up to the TDN Service. Where we terminate without cause you shall be entitled to a pro-rata refund, where applicable, from the date of termination until the date of your next Monthly Renewal Data or Yearly Renewal Date as applicable (“Pro Rata Refund”).

4. Without prejudice to the other provisions of this Clause 14, we may, in addition, terminate this Agreement, or alternatively, may terminate or suspend access to and use of the TDN Service, by giving you written notice if you are in persistent or repeated breach of any of your obligations under this Agreement (whether or not it is the same obligation that is breached and whether or not such breaches are remedied) (“Suspended User Account”). For the avoidance of doubt you will not be entitled to any refund for any period of time during with you have a Suspended User Account.

5. Upon termination under this Agreement for any other reason whatsoever: (a) you will cease to access, and discontinue all use, of the TDN Website, the TDN Services and the Customer Data, along with any and all other TDN Services that you have signed up to; (b) any save in respect of any Pro Rata Refund, any sums of money already paid across to us by you will become forfeited.

6. The termination of this Agreement for any reason will not affect: (a) any accrued rights or liabilities which either Party may have by the time termination takes effect; or (b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination.

7. Without prejudice to the foregoing, Clauses 4, 5, 6.3, 9-12 (inclusive) and 16 shall survive termination of this Agreement.

17. FORCE MAJEURE

1. Neither Party will be liable to the other for any breach of this Agreement (other than a failure to pay charges) which arises because of any circumstances which the defaulting party cannot reasonably be expected to control (which shall include interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing but, for the avoidance of doubt, shall not include shortage or lack of available funds), provided that the defaulting party: (a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely breach; (b) uses reasonable efforts to mitigate the effects of the circumstances and breach so as to minimise or avoid the breach; (c) uses reasonable efforts to resume performance as soon as reasonably practicable; and (d) could not have avoided the breach by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.

18. GENERAL PROVISIONS

1. You are not allowed to sub-license or assign, sub-contract or delegate any or all of its rights or obligations under this Agreement without our prior written consent.

2. All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be in writing and can be provided by email.

3. Unless the parties expressly agree otherwise in writing, if a party: (a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Agreement or by law; or (b) agrees not to exercise or to delay exercising any right or remedy provided under this Agreement or by law; then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

4. If any provision of this Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement or this Agreement as a whole. If any provision of this Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

5. All variations to this Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.

6. Except to the extent that this Agreement expressly provides otherwise, nothing in this Agreement shall or is intended to create a partnership or joint venture between the Parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither Party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

7. A person who is not a party to this Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. No third party’s consent shall be required to rescind or vary this Agreement.

8. This Agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous Agreements between the Parties relating to such subjects. Provided always that nothing in this Clause 13.8 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this Agreement and each Party acknowledges that it has not been influenced to enter this Agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other Party has said or done or committed to do, except as expressly recorded in this Agreement.

9. This Agreement is governed by English law. Both Parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement or its subject matter, but we are also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its intellectual property rights.

Terms & Conditions – Last Updated 19th September 2016