Terms and conditions

HR-inform Terms & Conditions

1. Definitions and interpretation
1.1  In these terms and conditions (the ‘Terms’), unless the context otherwise requires, the following definitions shall apply:
"Agreement" means these Terms together with any fee invoice or order form in respect of the Online Services (whether in paper form or online).
"Cancellation" means a valid cancellation of this Agreement as provided for within these Terms.
“Commencement Date” means the date from which a Purchaser subscribes to the Online Services.
"Employment Law Telephone Advice" means the employment law legal advice service provided to Subscribers as further described within the 'Employment Law Telephone Advice' section of these Terms.
“Fee” means a Member Subscription Fee, a Non-Member Subscription Fee or a fee in relation to a Licence for multiple Users as the case may be.
“Licence” means a non-exclusive, non-transferable, revocable licence to access the Online Services for the Subscription Period.
"Materials" means all material and content which comprise the Online Services and any intellectual property rights therein.
"Member" means a fully paid-up individual member of The Chartered Institute of Personnel and Development ("CIPD") and "Membership" shall be construed accordingly.
"Membership Year" means the period from the 1 July to the 30 June in any given year.
"Member Subscription Fee" means the discounted fee applicable to Members in return for 12 months’ (or two, three or five years' for those choosing a multi-year Subscription) access to the Online Services
"Non-Member" means an individual who is not a Member of the CIPD.
"Non-Member Subscription Fee" means the full price fee which is applicable to Non-members in return for 12 months’ access to the Online Services (a "Non-member Subscription").
"Online Services" means the secure online environment and Materials known as HR-Inform.
"Personal Data" means information relating to an identified or identifiable natural person as defined by the Data Protection Act 1998 (“DPA”) provided to the Supplier by the Member (or obtained by the Supplier in the course of providing the Online Services).
"Purchaser" means the person who pays the Fee in respect of a User’s access to the Online Services.
“Subscription” means a subscription for the Online Services by way of a Licence.
"Subscription Period" means the term of the Subscription starting on the Commencement Date.
"Subscription Year" means a period of 12 months starting on the Commencement Date or the anniversary thereof.
"Supplier" means CIPD Enterprises Ltd, a company incorporated in England and Wales with registered number 02921009) whose registered office is at 151 The Broadway, London SW19 1JQ.
"Unauthorised Person" means any person other than a User.
"Us", "We", or "Our" means the Supplier. “You” means the Purchaser or the User as the context requires.
“WebKey” means the unique HR-Inform account reference granting to access the Online Services.
1.2  In these Terms, reference to any gender includes a reference to all other genders, reference to the singular shall include the plural and vice versa, and reference to persons includes bodies corporate, unincorporated associations and partnerships and any reference to any party who is an individual is also deemed to include their respective legal personal representatives.
1.3  These Terms shall apply in addition to the terms and conditions set out on the CIPD website (www.cipd.co.uk) including CIPD's privacy policy . In case of any conflict between these Terms those on the CIPD website, the latter shall prevail.
1.4 We recommend that you print a copy of these terms or save a copy to your computer for future reference.
2. Licence
2.1  The Supplier hereby grants the Purchaser a Licence for the Subscription Period.
2.2  Where the Purchaser is not also the User, the Licence shall be granted to the User named by the Purchaser, who shall procure that the User agrees to be bound by these Terms.
2.3  The Purchaser warrants that it shall notify the Supplier online or by telephoning the CIPD Customer Service Team on 0208 612 6208 if it wishes to transfer the Licence from one User to another.
2.4  The use of a User’s username and password to access the Online Services by an Unauthorised User is prohibited and such unauthorised use shall be considered grounds for the Supplier to terminate the Agreement with immediate effect without a refund.
2.5  In respect of the Materials, the User’s rights under the Licence shall be as follows:
(a)  Subject to clause 2.5(b), the User may copy, revise, customise and use the Materials for his own or his employer's internal business purposes.
(b)  The User may not resell the Materials or use any content of the Online Services to create a similar, competing product to the Materials with the intention of distributing or reselling the same to third parties.
3. Fee and payment
3.1  In consideration for the grant of the Licence by the Supplier, the Purchaser shall pay the Fee to the Supplier.
3.2  The Fee is an annual fee and, subject to Cancellation, shall become due and payable on the date that the Purchaser purchases the Subscription. For multi-year Subscription the fee is a one-off payment for either a two, three or five year Subscription to HR-inform.
3.3  Purchasers may make payment at the point of purchase by direct debit or an invoice may be issued to the Purchaser and payment must be made within 30 days of the date of the invoice. Where payment is not received within this time limit, the Supplier reserves the right to suspend the User’s access to the Online Services until such time as payment is received.
3.4  Where the Purchaser wishes to transfer a Licence to another User during the Subscription Period and the transferee of the Licence is a Non-Member, the Purchaser will pay the difference between the Member Subscription Fee and the Non-Member Subscription Fee, prorated for the remainder of the relevant Subscription Period.
3.5  To become a Member, individuals may contact our Customer Services Team on 0208 612 6213 or visit the CIPD website at http://www.cipd.co.uk/Membership/choose/affiliate.htm. Any Non-Member who becomes a Member during the Subscription Period will be eligible for the Member Subscription Fee.
4. Cancellation
Cooling Off Period
4.1  A Purchaser may cancel this Agreement within 14 calendar days of the Commencement Date (the “Cooling-Off Period”) and, subject to clause 4.3,shall receive a full refund of any sums paid.
4.2  Cancellation must be made by written notice in accordance with the provisions of these Terms.
4.3  A Purchaser who wishes to cancel a Subscription after the Cooling-Off Period has expired should note that no refund shall be made and any sums outstanding shall remain due and payable to the Supplier. Following Cancellation in such circumstances, the Subscription shall terminate with immediate effect and no further access to the Online Services will be possible. An exception to this rule is made for multi-year (three and five year) subscribers as described in clauses 4.4 and 4.5.

Multi-year Subscriptions
4.4  Where a Purchaser has purchased a Subscription Period of more than two years, the Purchaser may serve notice to cancel their Subscription at any time after the end of the second Subscription year. Such notice must be served by giving 14 days' notice before the end of the relevant Subscription Year.
4.5  Where notice is served in accordance with clause 4.4 above, the Purchaser will be entitled to receive a refund equivalent to the number of complete Subscription Years remaining less any applicable discount applied on the Commencement Date*.
The discounts applied for multi-year Subscriptions are:
2 year Subscription - 10% discount
3 year Subscription - 20% discount
5 year Subscription - 25% discount
* A refund under clause 4.5 will be calculated in line with the Fees applicable on the Commencement Date.
5. Employment Law Telephone Advice
5.1  Employment Law Telephone Advice is provided by Royal Bank of Scotland Mentor Services, a service which allows Users to obtain free advice on all aspects of UK employment law regarding specific situations they face at work, including dismissal, discrimination, redundancy, collective labour law, contractual issues and new and impending legislation. Use of the Employment Law Telephone Advice is subject to terms and conditions imposed by Royal Bank of Scotland from time to time.
5.2  Employment Law Telephone Advice:
(a)  allows Users to obtain a quick check or second opinion on legal issues;
(b)  provides telephone assistance only - no letters, faxes or emails will be considered or responded to;
(c)  allows Users to make a call of up to a maximum of 12 minutes in duration. (Callers with lengthy or complex enquiries will be advised to appoint their own solicitors);
(d)  record telephone calls for training and monitoring purposes.
5.3  Employment Law Telephone Advice does not:
(a)  offer in-depth help on complex issues;
(b)  provide follow up or ongoing advice on a particular situation;
(c)  provide information for third parties - clients, colleagues, family or friends; or
(d)  take the place of your own or your employer's solicitor.
5.4  Employment Law Telephone Advice telephone Lines are open 09:00-17:00 Monday to Friday.
5.5  Employment Law Telephone Advice is subject to a fair usage policy as follows:
(a)  Users may make up to six calls to Employment Law Telephone Advice free of change each Subscription Year;
(b)  Calls in excess of the allowance stated in clause 5.5(a) may be made to Employment Law Telephone Advice, but these will be charged at the applicable rate as shall be notified to the caller at the point of sale.
5.6  Users will be asked for their HR-inform WebKey as proof of purchase when they contact the Employment Law Telephone Advice.
6. Password and security
6.1  The username and password assigned by the Supplier allowing access to the Online Services is for the sole use of the User named by the Purchaser at the Commencement Date.
6.2  The User is responsible for the security of the password.
6.3  If the Supplier suspects that the password is being used by an Unauthorised Person, the Subscription may be withdrawn.
6.4  The User shall use all reasonable endeavours to ensure the Online Services are not be accessed by any Unauthorised Person and in the event that he suspects such unauthorised use, shall notify the Supplier immediately.
6.5  The User shall use all reasonable endeavours to ensure that Materials downloaded and stored are kept secure and that third parties are prevented from duplicating and reproducing such Materials in whole or in part, other than for the purposes permitted under these Terms.
6.6  The User accepts sole responsibility for the use of the Online Services via his password and shall hold the Supplier harmless and indemnified against any claim, damages, costs, losses and/or liability arising from any Unauthorised Person's use of the Online Services via his password.
7. Warranties
7.1  We declare and you acknowledge that all implied warranties and conditions are hereby excluded to the maximum extent permitted by law, and the only warranties that we give are set out in this clause 7.
7.2  We are a provider of practical HR and Learning and Development materials and resources. We do not accept any responsibility for action taken as a result of information provided by us.
7.3  While the Supplier will make all reasonable efforts to keep the Materials up-to-date, the Online Services are for reference purposes only and should not be substituted for professional or legal advice. We reserve the right to amend all or any part of the Online Services at our discretion.
7.4  We provide access to the Online Services and Materials on an "as is" basis only and do not warrant that the Online Services and Materials are complete, accurate, definitive, sufficient and/or appropriate to particular circumstances.
7.5  Employment Law Telephone Advice is provided by a third party and the Supplier hereby expressly disclaims any liability for the consequences of any advice given to a User arising from his use of this service.
7.6  In providing the Online Services, we warrant that we do not infringe any intellectual property rights of a third party and that we have all the necessary rights to enter into this Agreement.
7.7  You acknowledges that the Online Services may experience interruptions, delays or loss of data. The Supplier shall make all reasonable efforts to reinstate the Online Services in the event of any such interruption or delay.
8. Liability
8.1  This clause 8 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
(a)  any breach of this Agreement;
(b)  any use made by you of the Online Services and/or the Materials or any part of them; and
(c)  any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
8.2  Except as expressly and specifically provided in this Agreement:
(a)  You assume sole responsibility for results obtained from the use of the Online Services, and for conclusions drawn from such use. We exclude all liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you based on information obtained from the Online Services, or any actions taken by us at your direction; and
(b)  all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.3  Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
8.4  Subject to clauses 8.1, 8.2 and 8.3:
(a)  we shall not be liable for any direct or indirect loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b)  our 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 Agreement shall be limited to the price paid for the Online Services during the 12 months preceding the date on which the claim arose. You hereby agree and acknowledge that this limitation is reasonable.
8.5  For the purposes of this clause 8, "our liability" includes that of any company in our group and our/its (as the case may be) respective agents, employees, contributors, consultants and sub-contractors, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Online Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.6  We shall have no liability to you under this Agreement arising from:
(a)  any event of force majeure as further set out in clause 11;
(b)  any error or omission in the Online Services or anything not included in the Materials;
(c)  any interruption or unavailability of supply of the Online Services or any feature thereof;
(d)  any misuse of the Online Services or Materials by a User; and
(e)  the content of the Materials.
9 Termination
9.1  This Agreement may be terminated by either party on written notice if the other party commits a material breach of its provisions that is either not capable of remedy or (if it is capable of being remedied) has not been remedied within 15 days from receipt of a notice specifying the breach and requiring its remedy.
9.2  Notwithstanding the provisions of clause 9.1, the Purchaser has the right to terminate this Agreement without penalty within 14 calendar days of payment of the Fee and receive a full refund.
10. Privacy of data
10.1  We take the privacy and the security of the information provided by you very seriously. All information given to us is stored securely and is not accessible to other users. We do not sell, transmit or license any such personal information to any third party. We will use the information that we collect lawfully for the purposes of fulfilling the Online Services in accordance with the DPA.
10.2  In the event that we assign, transfer or subcontract our obligations under this Agreement, you acknowledge and agree that your Personal Data may be passed on to a third party in order to continue provision of the Online Services.
10.3  In addition to section 3 of the CIPD website terms and conditions (www.cipd.co.uk/site-terms), any Personal Data about you collected by us may also be used for the following purposes:
(a)  to provide access to and for the use of the Online Services; and
(b)  to provide customer support and invoicing.
10.4  Please refer to our privacy policy (www.cipd.co.uk/site-terms/privacy-policy) for further information on how we process Personal Data.
11. Force Majeure
We shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under this Agreement caused by an event of force majeure, being any circumstance beyond our control including, but not limited to, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving our employees). We may in such circumstances suspend provision of the Online Services or terminate this Agreement at our entire discretion.
12. General
12.1  We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights or obligations under this Agreement.
12.2  We reserve the right at any time to alter, amend, change, modify or withdraw any of the features and benefits that comprise the Online Services. Your continued use of the Online Services after notification of such change shall be deemed to constitute acceptance by you of any such change or modification.
12.3  Any notice served by you under this Agreement shall be effective only if delivered in writing by first class post or by hand and received by us at the address stated on the invoice relating to the Fee or such other address as may be notified from time to time.
12.4  This Agreement shall not constitute a relationship of principal and agent, partners or employer and employee between you and us.
12.5  Your rights and obligations under this Agreement may not be assigned or transferred to any third party without our prior written consent.
12.6  Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
12.7  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
12.8  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.9  This Agreement, the Fee invoice and any agreed written record or order form identifying Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledge and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it the breach of the Agreement shall be for breach of contract under the terms of this Agreement.
12.10  A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999.
12.11  This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
1. Definitions and interpretation
1.1  In these terms and conditions (the “Terms”), unless the context otherwise requires, the following definitions shall apply:
"Agreement" means these Terms together with any order form in respect of the Online Services (whether in paper form or online).
"Commencement Date" means the date from which the User takes out a trial of the Online Services.
"Materials" means all material and content which comprise the Online Services and any intellectual property rights therein.
"Online Services" means the secure online environment and Materials known as HR-Inform.
"Personal Data" means information relating to an identified or identifiable natural person as defined by the Data Protection Act 1998 (“DPA”) provided to the Supplier by the User (or obtained by the Supplier in the course of providing the Online Services).
"Supplier" means CIPD Enterprises Limited, a company incorporated in England and Wales with registered number 02921009, whose registered office is at 151 The Broadway, London SW19 1JQ.
"Trial Period" means the period of 7 days during which the User will be granted a limited licence to access the Online Services.
"Unauthorised Person" shall mean any person other than the User.
"Us", "We", or "Our" means the Supplier
"User" or “you” means the person authorised to access the Online Services for the Trial Period subject to these Terms
1.2  In these Terms, reference to any gender includes a reference to all other genders, reference to the singular shall include the plural and vice versa, and reference to persons includes bodies corporate, unincorporated associations and partnerships and any reference to any party who is an individual is also deemed to include their respective legal personal representatives.
1.3  These Terms shall apply in addition to the terms and conditions on the CIPD website (www.cipd.co.uk) and, in particular, CIPD's privacy policy . In case of any conflict between these Terms and the CIPD website terms and conditions, the latter shall prevail.
2. Licence to use the Online Services
2.1  The Supplier hereby grants a non-exclusive, non-transferable, revocable and limited licence to access and use the Online Services (the "Trial Licence") for the duration of the Trial Period to the User.
2.2  In respect of the Materials, the User’s limited rights under the Trial Licence shall be as follows
(a)  Subject to clause 2.2(b), the User may copy, revise, customise and use the Materials for his own or his employer's internal business purposes.
(b)  The User must not make resell the Materials or use any content of the Online Services to create a similar, competing product to the Materials with the intention of distributing or reselling the same to third parties.
3. Password and security
3.1  The username and password assigned by the Supplier allowing access to the Online Services is for the sole use of the User.
3.2  The Trialist is responsible for the security of the password.
3.3  If the Supplier suspects that the password is being used by an Unauthorised Person, the Trial Licence may be withdrawn.
3.4  The User shall use all reasonable endeavours to ensure the Online Services shall not be accessed by any Unauthorised Person and in the event that it suspects such unauthorised use, the User shall notify the Supplier immediately.
3.5  The User shall use all reasonable endeavours to ensure that Materials downloaded and stored are kept secure and that third parties are prevented from duplicating and reproducing such Materials in whole or in part, other than for the purposes permitted under these Terms.
3.6  The User shall accept sole responsibility for the use of the Online Services via its password and shall hold the Supplier harmless and indemnified against any claim, damages, costs, losses and/or liability arising from any Unauthorised Person's use of the Online Services via his password.
4. Warranties
4.1  We declare and you acknowledge that all implied warranties and conditions are hereby excluded to the maximum extent permitted by law, and the only warranties that we give are set out in this clause 4.
4.2  We are a provider of practical HR and Learning and Development materials and resources. We do not accept any responsibility for action taken as a result of information provided by us.
4.3  While the Supplier shall make all reasonable efforts to keep the Materials up-to-date, the Online Services are for reference purposes only and should not be substituted for professional or legal advice.
4.4  We reserve the right to amend all or any part of the Online Services at our discretion.
4.5  We provide access to the Online Services and Materials on an "as is" basis only and do not warrant that the Online Services and Materials are complete, accurate, definitive, sufficient and/or appropriate to particular circumstances.
4.6  In providing the Online Services, we warrant that we do not infringe any intellectual property rights of a third party and that we have all the necessary rights to enter into this Agreement.
4.7  You acknowledge that the Online Services may experience interruptions, delays or loss of data. We shall make all reasonable efforts to reinstate the Online Services in the event of any such interruption or delay.
5. Liability
5.1  This clause 5 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
(a)  any breach of this Agreement;
(b)  any use made by you of the Online Services and/or the Materials or any part of them; and (c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
5.2  Except as expressly and specifically provided in this Agreement:
(a)  you assume sole responsibility for results obtained from the use of the Online Services, and for conclusions drawn from such use. We exclude all liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you based on information obtained from the Online Services, or any actions taken by us at your direction; and
(b)  all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
5.3  Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
5.4  Subject to clauses 5.1, 5.2 and 5.3:
(a)  we shall not be liable for any direct or indirect loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b)  our 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 Agreement shall be limited to the price paid for the Online Services during the 12 months preceding the date on which the claim arose. You hereby agree and acknowledge that this limitation is reasonable.
5.5  For the purposes of this clause 5, "our liability" includes that of any company in our group and our/its (as the case may be) respective agents, employees, contributors and consultants and sub-contractors, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Online Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
5.6  We shall have no liability to you under this Agreement arising from:
(a)  any event of force majeure as further set out in clause 8;
(b)  any error or omission in the Online Services or anything not included in the Materials;
(c)  any interruption or unavailability of supply of the Online Services or any feature thereof;
(d)  any misuse of the Online Services or Materials by you or an Authorised User; and
(e)  the content of the Materials.
6. Termination
This Agreement may be terminated by either party on written notice if the other party commits a material breach of its provisions.
7. Privacy of data
7.1  We take the privacy and the security of the information provided by you very seriously. All information given to us is stored securely and is not accessible to other users. We do not sell, transmit or license any such personal information to any third party. We will use the information that we collect lawfully for the purposes of fulfilling the Online Services in accordance with the DPA.
7.2  In the event that we assign, transfer or subcontract our obligations under this Agreement, you acknowledge and agree that your Personal Data may be passed on to a third party in order to continue provision of the Online Services.
7.3  In addition to section 3 of the CIPD website terms and conditions (www.cipd.co.uk/site-terms), any Personal Data about you collected by us may also be used for the following purposes:
(a)  to provide access to and for the use of the Online Services; and
(b)  to provide customer support.
7.4  Please refer to our privacy policy (www.cipd.co.uk/site-terms/privacy-policy) for further information on how we process Personal Data.
8. Force Majeure
We shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under this Agreement caused by any circumstance beyond our control including, but not limited to, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving our employees). We may in such circumstances suspend provision of the Online Services or terminate this Agreement at our entire discretion.
9. General
9.1  We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights or obligations under this Agreement.
9.2  We reserve the right at any time to alter, amend, change, modify or withdraw any of the features and benefits that comprise the Online Services. Your continued use of the Online Services after notification of such change shall be deemed to constitute acceptance by you of any such change or modification.
9.3  Any notice served by you under this Agreement shall be effective only if delivered in writing by first class post or by hand or by fax (with proof of a valid transmission report) and received by us at the Supplier’s as set out in these Terms or such other address as may be notified from time to time.
9.4  This Agreement shall not constitute a relationship of principal and agent, partners or employer and employee between you and us.
9.5  Your rights and obligations under this Agreement may not be assigned or transferred to any third party without our prior written consent.
9.6  Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
9.7  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
9.8  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
9.9  This Agreement and any agreed written record or order form identifying the User constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledge and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it the breach of the Agreement shall be for breach of contract under the terms of this Agreement.
9.10  A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999.
9.11  This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.