Terms and Conditions

 

The Subscription Services are for internal business use only. To the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Subscription Services, or the Contract with the Customer.

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of Liability).


AGREED TERMS


1.   INTERPRETATION

1.1    In these Terms, the following definitions shall apply:

Free Subscription

free-to-view subscription services or content TXF makes available to all Subscribers that register with us (e.g. newsletters);

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Commencement Date

has the meaning set out in clause 3.1(c) and 3.6;

Contract

these Terms and the Order (to which these Terms are incorporated);

Contract Year

means a twelve (12) month period commencing on the Commencement Date and each successive twelve (12) month period thereafter;

Multi-User Customer

a firm, corporation and unincorporated associations, any association or partnership or joint venture that authorises one or more Subscribers to use the Subscription Services;

Customer

an Individual Customer, or a Multi-User Customer, using the Subscription Services;

Customer Default

has the meaning set out in clause 7.2;

Individual Customer

a natural person with a Subscription not procured from or made available by a Multi-User Customer; 

Initial Subscription Term

the initial Subscription Term for TXF Essentials Subscriptions specified by TXF in writing or otherwise a period of 12 months from the Commencement Date;

Normal Business Hours

9.00 am to 5.00 pm local UK time, each Business Day;

Order

a Customer request for either: (i) a Free Subscription; or (ii) TXF Essentials Services, submitted pursuant to clause 3 below;

Order Summary

has the meaning specified in clause 3.4(b) below;

TXF Essentials Services

the paid-for subscription services available to Subscribers through the Website, or through other means approved by TXF, which could be all por part of the following, depending on the Subscription purchased by the Customer:

a)   access to TXF Essentials content; 

b)   dedicated account management & training;

c)   bi-annual usage analytics;

d)   senior-level editorial interview / article;

e)   one-off bespoke data request via account manager; and

f)   any other services that TXF agrees to provide to the Customer in writing, within the relevant TXF Essential package. 

TXF Essentials Subscriber

each of the Subscribers who are authorised to access the TXF Essentials Services;

TXF Essentials Subscription

a paid-for TXF license to access TXF Essentials Services which could be: 

a)   an individual licence; 

b)   a team licence (for a specified number of users); or 

c)   a company-wide licence (available to all company employees);

Renewal Period

the period described in clause 5.2;

Subscription

a Free Subscription or a TXF Essentials Subscription, as the case may be;

Subscription Services

the services provided by TXF under a Free Subscription or a TXF Essentials Subscription;

Subscriber(s)

an Individual Customer, or any individual authorised by a Multi-User Customer, to access the all or part of the Subscription Services in accordance with the Contract;

Subscription Fees

the subscription fees payable by the Customer to us for the TXF Essentials Subscription;

Subscription Term

the Initial Subscription Term together with any subsequent Renewal Periods;

Terms

these terms and conditions;

TXF

TXF Limited incorporated and registered in England and Wales with company number 08421624 whose registered office at c/o Shelley Stock Hutter LLP, 1st Floor, 7 - 10 Chandos Street, London W1G 9DQ;

Website

www.txfnews.com or any other website used by TXF for the provision of the Subscription Services.

 

1.2    Clause, schedule and paragraph headings shall not affect the interpretation of these 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.

1.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5    References to "include" and "including" (or any similar term) shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6    A reference to writing or written includes e-mail.


2.    TXF CONTRACT WITH THE CUSTOMER

2.1    Contract. The Contract applies to the exclusion of any other terms that a Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2    Entire agreement. The Contract is the entire agreement between the Customer and TXF in relation to its subject matter. The Customer acknowledges that neither the Customer nor the Subscriber have relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.


3.    PLACING AN ORDER AND ITS ACCEPTANCE

3.1    Online Orders by Individual Customers for a Free Subscription. 

        (a)    Individual Customers can Order a Free Subscription following the onscreen prompts to place an Order. An Order may only be submitted using the method set out on the Website or as otherwise agreed by us. 

        (b)    The Individual Customer will receive an automatic email requesting them to confirm their TXF account, unless there is a reason why the Free Subscription cannot be provided in which case the Individual Customer will be informed.

        (c)    Once the Individual Customer confirms its TXF account the Individual Customer will be able to access the Free Subscription, the Contract shall be in force and such date shall be deemed as the Commencement Date as regards to the Free Subscription.

3.2     Online Orders by Individual Customers for a TXF Essentials Subscription. Individual Customers can Order also order TXF Essentials Subscriptions by following the onscreen prompts to place an Order. An Order may only be submitted using the method set out on the Website or as otherwise agreed by TXF. Each Order is an offer to access the Subscription Services specified in the Order, subject to these Terms.

3.3     Placing an Order by email by Multi-User Customers: Multi-User Customers requesting Subscriptions shall send an email to [email protected] with their request.

3.4    Ordering process for TXF Essentials Services: The ordering process for TXF Essentials Services requested by either an Individual Customer or by a Multi-User Customer shall be as described below (unless otherwise specified by TXF in writing):

        (a)   TXF will send the Customer a quote summarising the TXF Essentials Services the Customer requests and the Subscription Fees involved;

        (b)   Once the Customer accepts the quote, TXF will send to the Customer a partially completed Order Form (Order Summary) via email or through similar means with:

                    (i)    The Customer’s contact details; 

                    (ii)    Initial Subscription Term;

                    (iii)    a breakdown of the Subscription Services that TXF will provide under the Contract (including the number of Subscribers); and

                    (iv)    a copy of these Terms to which the Order shall be incorporated. 

         (c)    The Customer will need to complete the rest of the Order Summary and then sign the Order Summary and send TXF a copy via email or through similar means (e.g. DocuSign), which TXF will then be able to access for review.

3.5    The Customer’s signing of the Order Summary constitutes an offer to TXF to provide the TXF Essentials Subscription. However, it does not mean that the Order Summary has been accepted by TXF. 

3.6    Acceptance. TXF will confirm such acceptance by counter-signing a Customer’s signed Order Summary (e.g. through DocuSign or any other suitable means) and sending a copy to the Customer (Order Acceptance). The Contract between the Customer and TXF will come into existence and such date shall be deemed as the Commencement Date. The Contract will relate only to those Subscription Services confirmed in the Order Acceptance.

3.7    If TXF cannot accept the Order. In the unlikely event that TXF is unable to supply the Subscription Services for any reason, TXF will inform the Customer of this by email and TXF will not process the Order. 

3.8    No exclusivity. The Contract shall not prevent TXF from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.


4.    TXF ACCOUNT REGISTRATION FOR SUBSCRIBERS

4.1    Registration. In order to access any of the Subscription Services, each Subscriber must register with TXF by opening a TXF account.

4.2    Account information. When registering a TXF account, the Subscriber is required to provide certain information such as their first name, last name, job title, telephone, work email address, company name, country of incorporation, business sector, business address, VAT number of the Customer, billing telephone number, and username and password (Log-in Information). The Subscriber agrees to provide only accurate, current and complete registration information and to keep that information updated. 

4.3    Changes to/confidentiality of Log-in Information. The Subscriber may change their Log-in Information in their TXF account at any time. The Subscriber is responsible for maintaining the accuracy and confidentiality of the password. The Subscriber shall not, and the Customer shall ensure that the Subscriber shall not, share their Log-in Information with any other person or entity nor allow third parties to access and/or use the Subscription Services through their Log-in Information (e.g. by making it available to multiple users on a network). 

4.4    Security. In the event the Subscriber becomes aware of or reasonably suspects any breach of security, including without limitation any loss, theft, or unauthorised disclosure or use of his/her password, they must immediately notify TXF. TXF reserves the right to invalidate the Subscriber’s password and/or to change the password linked to the Subscriber’s TXF account without notice if TXF has a reason to believe the Subscriber is in breach of this clause or their Log-in Information has been compromised.

4.5    TXF rights to the Subscriber’s TXF account. TXF shall be entitled to activate, deactivate or reactivate the Subscriber’s TXF account and access to Subscription Services at TXF sole discretion, but always in accordance with the Contract, and without any liability to the Subscriber and/or the Customer. 


5.    TERM

5.1    Where TXF is only providing a Free Subscription to a Customer, the Contract shall be in force indefinitely until: 

        (a)   it is terminated by either TXF or by the Customer upon notice in writing to the other party; or 

        (b)   the Customer unsubscribes from the Free Subscription by clicking on the “unsubscribe” box in one of TXF emails or by sending an email to [email protected]; or

        (c)    the Contract is terminated in accordance with clause 15 below.

5.2    Where TXF is providing TXF Essentials Services to a Customer, the Contract shall continue for the Initial Subscription Term, and shall thereafter be automatically renewed for equivalent successive periods   (each a Renewal Period), unless: 

        (a)   either party notifies the other party of termination in writing, at least: 

                    (i)   60 days before the end of the Initial Subscription Term or the relevant Renewal Period for annual, or longer, Subscriptions; or 

                   (ii)   30 days before the end of the Initial Subscription Term or the relevant Renewal Period for Subscriptions shorter than 1 year, 

in which cast the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period: or

        (b)    the Contract is terminated in accordance with clause 15 below.

 

6.    TXF SERVICES

6.1    Start of the Subscription Services. TXF will provide the:  

        (a)   Free Subscription from the Commencement Date; and 

        (b)   TXF Essentials Services upon receipt of payment in full (please see also clause 9).

6.2    Reasonable care and skill. TXF warrants that the Subscription Services will be provided using reasonable care and skill.

6.3    Warranty. The warranty in clause 6.2 shall not apply to the extent of any non-conformance caused by use of the Subscription Services contrary to TXF instructions, or modification or alteration of the Subscription Services by any party other than TXF or TXF’s duly authorised contractors or agents. If the Subscription Services do not conform with the foregoing undertaking, TXF will use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the warranty set out in clause 6.2.  Notwithstanding the foregoing, TXF:

         (a)   does not warrant that the Subscriber’s and/or the Customer’s use of the Subscription Services will be uninterrupted, virus or error-free, or that the Subscription Services will meet the Customer’s requirements; and

         (b)   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 Customer acknowledges that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4    Availability of the Subscription Services. TXF shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week during the Subscription Term, except for:

         (a)   planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

         (b)   unscheduled maintenance performed outside Normal Business Hours, provided that TXF has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

6.5    Licenses, consents and permissions. TXF will maintain all necessary licences, consents and permissions necessary for the performance of TXF’s obligations under the Contract.


7.    CUSTOMER OBLIGATIONS

7.1    It is the responsibility of the Customer to ensure that:

         (a)   the terms of the Order are complete and accurate;

         (b)   the Customer follows TXF’s reasonable instructions and co-operates and procures that, where applicable, each Subscriber co-operates with TXF in all matters relating to the Subscription Services;

         (c)   the Customer provides and procures that, where applicable, the Subscriber provides TXF with such information and materials TXF may reasonably require in order to supply the Subscription Services, and ensure that such information is complete and accurate in all material respects; 

        (d)   each of the Subscriptions shall not be used by more than one individual Subscriber unless: 

                    (i)   TXF agrees otherwise in writing; or

                    (ii)   the Subscriber Subscription is reassigned in its entirety to another individual Subscriber, upon TXF approval, in which case the prior Subscriber shall no longer have any right to access or use the Subscription Services.

         (e)   its network and systems comply with the relevant specifications provided by TXF from time to time; 

         (f)   the Customer obtains and will maintain all necessary licences, consents, and permissions necessary for TXF, its contractors and agents to perform its obligations under the Contract;

         (g)   the Customer procures that, where applicable, each of the Subscribers shall keep a secure password for his/her use of the Subscription Services and that the Subscriber shall keep his/her password confidential; and

         (h)   the Customer complies, and procures that each Subscriber complies, with all applicable laws, including health and safety laws.

7.2    If TXF's ability to perform the Subscription, Services is prevented or delayed by any failure of the Customer, or a Subscriber of the Customer, to fulfil any obligation listed in clause 7.1 (Customer Default):

         (a)   TXF may suspend performance of the Subscription Services until the Customer remedies and (where appropriate) procures that the Subscriber remedies the Customer Default, and to rely on the Customer Default to relieve TXF from the performance of the Subscription Services, in each case to the extent the Customer Default prevents or delays performance of the Subscription Services. In certain circumstances the Customer Default may entitle TXF to terminate the Contract under clause 15 (Termination);

         (b)   TXF will not be responsible for any costs or losses the Customer and/or the Subscriber sustain or incur arising directly or indirectly from TXF’s failure or delay to perform the Subscription Services; and

         (c)   it will be the Customer’s responsibility to reimburse TXF for any costs or losses TXF sustains or incurs arising directly or indirectly from the Customer Default.

7.3    Audits. The Customer shall permit TXF or TXF's designated auditor to audit the Customer use of the Subscription Services in order to establish the name and password of each Subscriber and TXF's data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at TXF's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any of the audits reveal that any password has been provided to any individual who is not the Subscriber, then without prejudice to the TXF's other rights, the Customer shall promptly disable such passwords and TXF shall not issue any new passwords to any such individual. If any of the audits reveal that the Customer has underpaid Subscription Fees to TXF, then without prejudice to TXF's other rights, the Customer shall pay to TXF the audit cost and an amount equal to such underpayment as calculated in accordance with applicable Subscription Fees within 10 Business Days of the date of the relevant audit.

7.4    The Customer shall not, and shall procure that the Subscriber shall not use the Subscription Services to access, store, distribute or transmit any viruses, or any unlawful material and shall not use the Subscription Services in a way that:

         (a)   is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

         (b)   facilitates illegal activity;

         (c)   depicts sexually explicit images;

         (d)   promotes unlawful violence;

         (e)   is discriminatory based on race, gender, religious belief, sexual orientation, disability; or

         (f)   is otherwise illegal or causes damage or injury to any person or property;

and TXF reserves the right, without liability or prejudice to its other rights to the Customer and/or any Subscriber, to disable access to any Subscriber that breaches the provisions of this clause.

7.5    The Customer shall not and shall procure that the Subscriber shall not:

         (a)   except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract and/or these 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, the Subscription Services, or any content thereof (as applicable) in any form or media or by any means; or

                    (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

         (b)   access all or any part of the Website, the Subscription Services in order to build a product or service which competes with the Website or the Subscription Services; or

         (c)   infringe TXF's intellectual property rights or those of any party in relation to the Customer's and/or the Subscriber's use of the Website or the Subscription Services, including by the submission of any material (to the extent that such use is not licensed by these Terms);

         (d)   use the Website, or the Subscription Services or any content provided by TXF to provide services to third parties; or

         (e)   license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the relevant Subscribers, or

         (f)   attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this clause.

7.6    The Customer shall and shall procure that the Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify TXF.

7.7    The Customer shall be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to TXF's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7.8    The Customer shall ensure that all Subscribers use the Subscription Services in accordance with the Contract and shall be responsible for any breaches of its Subscribers.


8.    SUBSCRIPTION FEES

8.1    In consideration for TXF providing the TXF Essentials Subscription to the Customer, the Customer must pay the Subscription Fees in accordance with this clause 8. The Subscription Fees are the prices quoted by TXF pursuant to clause 3.4 above or as otherwise specified in writing to the Customer before the Order is accepted. 

8.2    If the Customer wishes to change the scope of the Subscription Services after TXF accepts the Order, and TXF agrees to such change, TXF will modify the Subscription Fees accordingly.

8.3    TXF will endeavour to ensure that the Subscription Services are priced correctly on the Website or by any other means TXF makes them available. However, errors may occur. If such a pricing error is discovered, TXF reserves the right to give the Customer, the option of either cancelling the Order or reconfirming the Order at the correct price.

8.4    TXF reserves the right to increase the Subscription Fees on an annual basis: 

         (a)   upon giving 7 days’ prior notice to the Customer, if the increase is in line with the percentage increase in the Retail Prices Index in the preceding 12-month period; or

         (b)   upon giving 90 days’ prior notice to the Customer if the proposed increase is higher,

8.5   The Subscription Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services the Customer must pay TXF such additional amounts in respect of VAT, at the applicable rate, at the same time as the Customer pays the Subscription Fees. 


9.    HOW TO PAY

9.1    Payment for the TXF Essentials Services is in advance. TXF will take the first payment upon the Order Acceptance and will take subsequent payments annually in advance or as otherwise agreed by TXF in writing. 

9.2    Payment for the Services shall be by direct debit or by another payment method approved by TXF in writing. The Customer’s designated bank account will be charged automatically each year or as otherwise agreed with the Customer. 

9.3    The Subscription Fees are non-cancellable and non-refundable. Notwithstanding the foregoing, if clauses 15.2 and 16.3 apply and the Customer, opts to terminate the Contract under any of them TXF will refund the Subscription Fees paid in advance by the Customer on a pro-rate basis from the termination of the Contract (for example, if the Contract is terminated 6 months from the Initial Subscription Term, TXF would only refund the remaining 6 months).

9.4    TXF will send the Customer an electronic invoice within fourteen (14) days of the beginning of the year following payment. For any failed or cancelled payments, a £20 administration fee will be levied.  

9.5    If the Customer fails to make a payment under the Contract by the due date, then, without limiting TXF’s remedies under clause 15 (Termination):

         (a)   TXF may, without liability to the Customer, disable the Log-in Information of any Subscriber, the Subscriber accounts and access to all or part of the Subscription Services and TXF shall be under no obligation to provide any or all the Subscription Services while the monies concerned remain unpaid; and

         (b)   the Customer will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5, will accrue each day at 5% a year above the Barclays Bank PLC’s base rate from time to time.

9.6    All amounts due under the Contract must be paid in full without and sett-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).


10. COMPLAINTS

If a problem arises or you have any complaints about the Subscription Services, please send us an email to [email protected].


11.    INTELLECTUAL PROPERTY RIGHTS

11.1    All intellectual property rights in or arising out of or in connection with the Subscription Services will be owned by TXF. 

11.2    Subject to the terms of the Contract, TXF grants the Customer (and the relevant Subscribers as applicable) a revocable, non-exclusive, non-assignable, non-sublicensable licence during the Subscription Term to use the Subscription Services for the Customer’s internal business operations. The Customer shall not, and shall procure that any Subscriber shall not, sub-license, assign or otherwise transfer the rights granted in this clause 11.2.


12.    HOW TXF MAY USE PERSONAL INFORMATION

12.1    TXF will use any personal information the relevant Subscribers and/or the Customer provides to us to:

         (a)   provide the Subscription Services; 

         (b)   process the Customer’s payment for the Services; and

         (c)   inform the relevant Subscribers and the Customer about similar products or services that TXF provides, but the Subscriber and the Customer may stop receiving these at any time by contacting us.

12.2    Further details of how TXF processes personal information are set out in www.txfnews.com/privacy


13.    LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1    Except as expressly and specifically provided in the Contract:

         (a)   the Customer assumes sole responsibility for results obtained from the use of the Subscription Services by the Customer and/or any Subscriber, and for conclusions drawn from such use;

         (b)   TXF shall have no liability for any damage caused by errors or omissions in any information or instructions provided to TXF by the Customer and/or the Subscriber in connection with the Subscription Services, or any actions taken by TXF at the Customer's and/or the Subscriber’s direction;

         (c)   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 these Terms and/or the Contract; and

        (d)   the Subscription Services are provided to the Customer on an "as is" basis.

13.2    Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

        (a)   death or personal injury caused by negligence;

        (b)   fraud or fraudulent misrepresentation; 

        (c)   the Customer’s liability to pay the Subscription Fees; and

        (d)   breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.2    Subject to clause 13.2, TXF will not be liable to the Customer and/or the Subscriber, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

        (a)   loss of profits;

        (b)   loss of sales or business;

        (c)   loss of agreements or contracts;

        (d)   loss of anticipated savings;

        (e)   loss of use or corruption of software, data or information;

        (f)   loss of or damage to goodwill; and

        (g)   any indirect or consequential loss.

13.4    Subject to clause 13.2, TXF total liability to the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 50% of the total Subscription Fees paid by the Customer under the Contract during the Contract Year including the date on which the claim or series of claims arose.

13.5    The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.6    This clause 13 will survive termination of the Contract.


14.    CONFIDENTIALITY

14.1    The Customer and TXF undertakes that they will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.

14.2    The Customer and TXF may disclose the other's confidential information:

        (a)   to such of respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out their respective obligations under the Contract. The parties will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and

        (b)   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3    Each of the parties may only use the other's confidential information for the purpose of fulfilling its respective obligations under the Contract. 


15.    TERMINATION

15.1   Without limiting any of TXF’s other rights, TXF may suspend the performance of the Subscription Services, or terminate the Contract with immediate effect by giving written notice to the Customer if:

        (a)   the Customer and/or any of its Subscribers commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of the Customer and/or the Subscriber being notified in writing to do so;

         (b)   the Customer fails to pay any amount due under the Contract on the due date for payment;

         (c)   required to comply with any laws, regulations or instructions issued by the government, an emergency service or other competent authority;

        (d)   the Customer takes any step or action in connection with the Customer entering administration, provisional liquidation or any composition or arrangement with the Customer’s creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Customer’s assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

        (e)   the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

        (f)   the Customer’s financial position deteriorates to such an extent that in TXF’s reasonable opinion the  Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

15.2    The Customer may terminate the Contract with immediate effect by giving written notice to TXF if TXF commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.

15.3    On termination of the Contract for any reason:

        (a)   all licences granted under the Contract shall immediately terminate and the Customer and any Subscriber shall immediately cease all use of the Services; 

         (b)   each party shall make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party and shall on request by the other party return any confidential information;

        (c)   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract shall not be affected or prejudiced; and

        (d)   the Customer shall pay to TXF immediately any outstanding sums due to TXF under the Contract.

15.4    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.


16.    EVENTS OUTSIDE TXF CONTROL 

16.1    TXF will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond TXF reasonable control (Event Outside TXF Control). 

16.2    If an Event Outside TXF Control takes place that affects the performance of TXF obligations under the Contract:

        (a)   TXF will contact the relevant Subscribers and/or the Customer, as soon as reasonably possible; and

        (b)   TXF obligations under the Contract will be suspended and the time for performance of TXF obligations will be extended for the duration of the Event Outside TXF Control. TXF will arrange a new date for performance of the Services with the Customer, after the Event Outside TXF Control is over. 

16.3    The Customer may terminate the Contract affected by an Event Outside TXF Control which has continued for more than 30 days. 


17.    NON-SOLICITATION

The Customer must not attempt to procure services that are competitive with the Subscription Services from any TXF directors, employees or consultants, whether as an employee or on a freelance basis, during the period that TXF is providing the Subscription Services to the Customer and for a period of eighteen (18) months following termination of the Contract.


18. COMMUNICATIONS BETWEEN THE PARTIES

18.1    When TXF refers to "in writing" in these Terms, this includes email. Any notice or other communication given by one of the parties to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

18.2    A notice or other communication is deemed to have been received: 

        (a)   if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 

        (b)   if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or

        (c)   if sent by email, at 9.00 am the next Business Day after transmission.

18.3    In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

18.4    To be effective, a notice of breach or termination of the Contract, must include an Order reference number and prominently state that the notice is a formal notice of termination. If a breach or termination notice is sent by email, a copy of the notice shall also be sent by pre-paid first class post or other next Business Day delivery service.

18.5    The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.


19.    GENERAL

19.1    Assignment and transfer. TXF may assign or transfer its rights and obligations under the Contract. The Customer may not assign or transfer their rights or their obligations under the Contract to another person without TXF prior written consent. 

19.2    Conflict. If there is an inconsistency between any of the provisions in these Terms and the Order, the provisions in these Terms shall prevail.

19.3    Variation.TXF may make non material changes in its Terms by showing a notice about the amended Terms on its Website or by other suitable means. TXF will give the Customer, 14 days’ advance notice by email or by InMail to inform the Customer of material changes in the Terms. By continuing using the Subscription Services, the Customer agrees to be bound by the amended terms. 

19.4    Waiver. If TXF does not insist that the Customer and/or the relevant Subscribers perform any of their obligations under the Contract, or if TXF does not enforce its rights against the Customer and/or the relevant Subscribers, or if TXF delays in doing so, that will not mean that TXF has waived its rights against the Customer and/or the Subscriber or that the Customer and/or the Subscriber do not have to comply with those obligations. If TXF does waive any rights, TXF will only do so in writing, and that will not mean that TXF will automatically waive any right related to any later default by the Customer and/or the Subscriber.

19.5    Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19.6    Third party rights. The Contract is between the Customer and TXF. No other person has any rights to enforce any of their terms (other than where applicable, their successors and permitted assigns). 

19.7    Governing law and jurisdiction. This Contract and any disputes or claims 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 the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).