Tickd Customer Terms

(Version 1, 11th May 2020)

A. ABOUT US

A1. Welcome

(a) Thank you for choosing Tickd.

(b) If you need to get in touch with us about anything to do with the Tickd Website, please use any contact method on the Tickd Website, or contact us by email at info@tickd.co.uk.

A2. About Tickd

(a) The Tickd Website is owned and operated by Tickd Ltd (referred to as "Tickd, we, us or our").

(b) We are a company registered in England and Wales.

(c) Our company registration number is 11940271.

(d) Our registered office is at Water Court, 116-118 Canal Street, Nottingham, England, NG1 7HF.

A3. About This Document

(a) This document contains the terms that apply between you and Tickd governing your use of the Tickd Website and our services (whether as visitor or account holder), and your account with Tickd (where you have registered for an account).

(b) These terms are Version 1 dated 11th May 2020.

(c) When you visit the Tickd Website, and request a quote, or register for an account with the Tickd Website, you agree to be bound by these terms, and a contract is formed by you and us on these terms.

(d) When we refer to "you" or "your" in these terms, we mean the business, organisation, individual other person who has visited, used or registered with the Tickd Website, as well as the person on whose behalf they may be doing so.

A4. About the Tickd Website

(a) The "Tickd Website" is a website at http://www.tickd.co.uk that enables you to obtain comparison quotes from suppliers of products and services who have partnered with the Tickd Website.

(b) Registering for an account with the Tickd Website, enables you to make an offer to your chosen partner supplier to enter into a supply contract with them.

(c) Your account also lets you see details of your supply contracts taken from the partner supplier's CRM systems (if an integration has been set up with the partner supplier).

(d) Further details are provided in the section 'Our Services' below.

(e) At the date of these terms, we only support quotes for gas and electricity supplies, from a limited number of suppliers, but we plan to grow the range of products and services and partnered suppliers.

(f) We do not provide advice in relation to, or give recommendations or endorsements, of any of the products and services on the Tickd Website, and quotes are provided and listed impartially.

(g) YOU MUST ONLY USE THE TICKD WEBSITE FOR THE PURPOSES OF OBTAINING QUOTES FOR PRODUCTS AND SERVICES YOU ARE LOOKING TO PROCURE FOR YOURSELF. YOU MUST NOT USE THE TICKD WEBSITE FOR THE PURPOSES OF HARVESTING, OBTAINING OR VERIFYING DATA FOR ANY OTHER PURPOSE, AND WE MAY BLOCK YOUR IP ADDRESS IF WE SUSPECT THAT THIS IS HAPPENING.

A5. How are we paid?

(a) We do not take a payment from you, our customer for our services.

(b) Instead, we receive from our partner suppliers a commission for each supply contract (including a renewal or extension agreement) you enter into with a partner supplier.

(c) Depending on our agreement with the partner supplier, this commission may also apply to future supply contracts, renewals and extensions that you agree directly with the partner supplier.

(d) Accordingly, the prices quoted to you by our partner suppliers may take account of such commission.

(e) We may choose to publish on the Tickd Website the commission rates we charge to our partner suppliers, which may vary from time to time.

B. OUR CUSTOMERS

B1. Business Customers

The Tickd Website is only for use by businesses, organisations other persons who are seeking to procure products and services for their own use and consumption, solely for business or other non-domestic use and purposes.

B2. Domestic Customers

The Tickd Website is not yet intended for use by consumers in obtaining quotes products and services wholly or partly for domestic use, and you should not use it for this purpose.

B3. Intermediaries

(a) The Tickd Website is not yet intended for and does not support use by brokers, agents or other intermediaries.

(b) You should not use the Tickd Website if you are visiting, using or registering in that capacity.

When we refer to "you" or "your", we mean the business or other person who has registered with the Tickd Website and accepted these terms.

B4. Territory

(a) The Tickd Website is only for use in England, Wales, and Scotland.

(b) We are not making any offer or promotion outside of those countries.

C. OUR SERVICES

C1. Introduction

This section sets out the services provided by the Tickd Website.

C2. Quotation Journey

C2.1 Scope

(a) You can request comparison quotations for products and services from our partner suppliers using the forms and processes on the Tickd Website.

(b) For some types of quotes the Tickd Website may not offer an automated quotation journey; such as for multiple sites.

(c) In such case, please get in touch and we would be happy to discuss your requirements and to see if we can support your requirements in another way outside the normal Tickd Website quotation journey.

C2.2 Range of Products and Services

(a) You will only able to request quotes on the Tickd Website for the products and services supported by the Tickd Website from time to time.

(b) We are aiming to expand over time the range f products and services we support, but at the time of writing it is limited to electricity and gas supplies in Great Britain.

C2.3 Partner Suppliers

(a) Quotations will come from (and only from) suppliers who have chosen to partner with the Tickd Website from time to time.

(b) The Tickd Website does not offer whole of market comparisons.

C2.4 Prices

(a) Quotations will be based on the range of prices and products which the partner suppliers have authorised the Tickd Website to quote, which may depend on the credit score returned by the credit check below.

(b) We work with our partner suppliers to keep the prices presented are accurate and up to date. We accept no responsibility for any loss you may suffer if this is not the case.

(c) It is possible that not every partner supplier will provide you with a quote.

(d) Also, if the integration between a partner supplier's systems and the Tickd Website is not functioning, it is possible that we may not be able to obtain their latest quote and we may instead provide a quote based on older prices we have agreed with the partner supplier to store on the Tickd Website (a cached quote).

C2.5 Validity

(a) Quotes are only valid at the time they are provided on the Tickd Website and may change the next time you visit the Tickd Website

(b) Quotes are only valid at the time they are provided on the Tickd Website and may change the next time you visit the Tickd Website

C2.6 Information Checks

(a) Before you are able to obtain quotes, the Tickd Website may carry out a range of checks on the information you have provided to obtain comparison quotes.

(b) For instance, in the case of electricity and gas supplies, the Tickd Website may carry out address and other validation checks on the site and meter details you provided.

(c) You authorise these checks to be carried out when requesting a quote.

(d) Quotes may not be provided if the Tickd Website is unable to validate the information you have provided, and you may be requested to correct or re-submit your information, in order to continue further.

(e) Further information about our use of this validation information is set out in our privacy policy.

C2.7 Credit Checks

(a) Before you are able to obtain a quote you may be required by the Tickd Website to submit to a credit check.

(b) A new credit check will be carried out each time that you request a new quote.

(c) Quotes will not be provided until that credit check has been submitted and returned by the credit reference agency.

(d) The credit reference agency used by Tickd at the time of writing, is Experian - www.experian.co.uk, but this may be changed from time to time.

(e) The score and backing information returned by the credit reference agency will be used by us with the partner suppliers to decide which of our partner suppliers' prices and products available to Tickd will be included in the quotes to you.

(f) Further information about our use of credit check information is set out in our privacy policy.

C2.8 Legal Status

(a) Quotes are provided on behalf of partner suppliers 'subject to contract'.

(b) Any quote you receive is not a legal offer from the supplier to enter into a contract with you.

(c) You will need to register for an account and follow the offer journey on the Tickd Website if you wish to proceed with a quote.

(d) We are the agent of the partner supplier only for the purposes of communicating the quotes to you.

(e) We are not authorised to make any legal offer to you on behalf of our partner suppliers, or to enter into any supply contract with you on behalf of any partner supplier.

C3. Offer Journey

C3.1 Scope

(a) If you find a quote that you would like to proceed with, then you will need to register for an account if you wish to enter into a supply contract with the partner supplier on the basis of that offer.

(b) We will provide you with the following services to facilitate your entering into a contract with the relevant partner supplier based on that quote.

(c) For some types of quotes, the Tickd Website may not offer an automated offer journey.

(d) In such case, please get in touch and we would be happy to discuss your requirements and to see if we can support that offer journey in another way outside the Tickd Website.

C3.2 Supply Contract Terms

(a) Each partner supplier provides the Tickd Website with a template supply contract and their standard terms and conditions of supply.

(b) The Tickd Website will populate that template with the terms of the offer you wish to proceed with, and present this to you along with their standard terms of supply, to consider.

(c) We strongly recommend that you consider these carefully, and check that you are comfortable with them.

(d) You can then decide whether to make a legal offer to the partner supplier to enter into the supply contract based on the quote.

C3.3 Your offer

(a) If you confirm through the Tickd Website that you wish to make an offer, then you authorise us as your agent to communicate that offer to the partner supplier on your behalf.

(b) You will be subject to the terms of that supply contract and the partner supplier's standard terms and conditions presented to you by the Ticked Website, and you agree to be bound by the same in making that offer.

(c) NO LEGALLY BINDING CONTRACT WITH THE PARTNER SUPPLIER IS FORMED AT THIS POINT.

(d) Your offer will be a legal offer to the partner supplier, capable of acceptance by the partner supplier as detailed below.

(e) Your confirmation of offer may be through such method as is offered by the partner supplier through the Tickd Website.

(f) For instance, you may be required to electronically sign the supply contract terms through a service such as DocuSign or equivalent, to which you will be re-directed by the Tickd Website

(g) Alternatively, you may be required to tick a box and click a button on the Tickd Website to confirm your offer and agreement to pay, which actions may be captured and stored by the Tickd Website along with any other relevant evidential information.

(h) We will then pass details of your offer through to the partner supplier for consideration.

C3.4 Withdrawing Your offer

(a) If you wish to withdraw your offer before it is accepted by the partner supplier, then you must contact the partner supplier directly.

(b) We are not authorised to receive or handle any withdrawals of offers through the Tickd Website.

C3.5 Acceptance of Offer

(a) YOUR OFFER ONLY BECOMES A LEGALLY BINDING SUPPLY CONTRACT WHEN THE PARTNER SUPPLIER ACCEPTS IT.

(b) It is up to the partner supplier to decide when and how they communicate acceptance to you.

(c) For instance, it may be through electronic counter-signature of the supply contract terms, or through an email or other communication directly from the partner supplier to you.

C3.6 Rejection of Offer

(a) Whilst every effort is made during the sign up journey to present quotes that you are eligible for with the partner suppliers (based on information and credit score received), all partner suppliers have the right to refuse the supply contract.

(b) If a partner supplier does reject your offer, this again would be communicated directly to you by the partner supplier.

(c) In such case, you would need to start a new quotation journey if you wanted to proceed with a different quote.

C3.7 Legal Status

(a) The supply contract terms you access through the Tickd Website are not a legal offer from the supplier to enter into a contract with you.

(b) A SUPPLY CONTRACT IS ONLY FORMED WHEN THE PARTNER SUPPLIER ACCEPTS ANY OFFER FROM YOU.

(c) THE SUPPLY CONTRACT IS BETWEEN YOU AND THE PARTNER SUPPLIER AND WE ARE NOT PARTY TO IT.

(d) We are the agent of the partner supplier only for the purposes of communicating the supply contract terms to you, for you to decide whether to make an offer.

(e) We are not authorised to make any legal offer to you on behalf of the partner suppliers, or to enter into any supply contract with you on behalf of our partner suppliers.

(f) Any supply contract you enter into with a partner supplier through or facilitated by the Tickd Website, is a contract between you and the partner supplier only.

C4. Your Tickd Account

C4.1 Scope

(a) When you register with the Tickd Website we will provide you with an online account in the Tickd Website.

(b) Through this account you will be able to make offers on the basis of quotations you have received through the Tickd Website.

(c) The online account will have such other features as we may determine from time to time.

C4.2 Log-In

(a) You will be required to specify a username and strong password as the log-in to your account.

(b) The Tickd Website will require these to be used for access to your account.

C4.3 Your Authority

(a) You agree that any individual accessing and using your account through your log-in is fully authorised to request quotes and submit offers on your behalf.

(b) We reserve the right to ask for evidence of such individual and their authority, but are not required to do so.

C4.4 Supply Contract Information

(a) The Tickd Website may integrate with partner supplier systems, and provide the ability to view selected information in such systems relating to each supply contract you enter into via the Tickd Website with the partner supplier and any other supply contracts permitted by the partner supplier.

(b) The range of information will be as decided by the Tickd Website, subject to what is available from the partner supplier.

(c) Where this facility is available, the Tickd Website connects to the partner supplier's systems used to hold and process your supply contract information and retrieves the same for display to you in your account.

(d) You hereby authorise the partner supplier to supply grant access to their systems to Tickd and for the Tickd Website to retrieve data concerning you and your supply contracts from the partner suppliers' systems.

(e) To use this feature you may also need to confirm such authority directly to the partner supplier.

C4.5 Meter Readings etc

(a) The Tickd Website may integrate with partner supplier systems, and some of the features of your account may then enable you to submit information to your partner supplier, such as meter readings.

(b) You authorise us to submit such information as you provide through your account to the partner supplier on your behalf through such integration.

C4.6 Renewals

(a) By having an account with us, you permit us to monitor the expiry dates of your supply contracts, and to contact you with an invitation to obtain renewal quotes through Tickd.

(b) These communications may be in addition to any renewal communications which the partner supplier sends to you.

C4.7 Duration and Termination

(a) Your account with us will start when we confirm your registration.

(b) You shall be entitled to terminate your account at any time by giving us 30 days' written notice.

(c) We shall be entitled to terminate your contract at any time by giving you 30 days' written notice.

(d) See our privacy policy for details of our data retention policy.

D. YOUR RESPONSIBILITIES

D1. Account Log-In

(a) You are responsible for selecting a strong password as the log-in to your account.

(b) You must not re-use a password that you have used for any other website.

(c) You must keep your log-in details safe and secure.

D2. Authority

(a) You must ensure that any individual obtaining quotes in the Tickd Website purportedly on your behalf, is fully authorised to do so.

(b) You must ensure that any individual accessing your account, making offers and viewing or providing information, purportedly on your behalf, is fully authorised to do so.

(c) You must provide sufficient evidence of their authority on request.

D3. Information From You

(a) It is your responsibility to ensure that all of the information entered into by you into the Tickd Website (and especially for the quotation journey) is true, honest, complete and accurate.

(b) Your information is used to formulate the quotes, so it is critical that you double-check all information to ensure that it is complete and accurate.

(c) You authorise us to supply that information to a credit reference agency for credit checks.

(d) You authorise us to supply that information to a third party for any verification of that information.

(e) You authorise us to supply that information to the partner supplier whose quote you decide to proceed with.

D4. Information Provided To You

(a) You acknowledge that any information presented to you by the Tickd Website which is obtained from our partner suppliers (including quotes, supply contract terms, and data from their systems) is only as good as the information received by us, and is used and relied on by you at your own risk.

(b) We do not accept any liability or give any promise as to the quality of that information, and do not assume any duty of care with respect to that information, other than to present it as received from the partner supplier.

(c) We you are provided any information by the Tickd Website it is your responsibility to check the same.

(d) Where the Tickd Website provides a quote or supply contract terms you must read these carefully, check the details in the quote or supply contract, and check that the quote is properly reflected in the supply contract.

(e) You acknowledge that information from partner suppliers is only available as long as the partner suppliers make it available to us.

D5. Performance of Supply Contract

(a) You are responsible for performing each supply contract that you enter into with a partner supplier.

(b) You must contact the partner supplier concerning any issues with your supply contract directly, and we do not provide any customer service function on behalf of our partner suppliers.

(c) You are solely responsible for performing the supply contract directly with the partner supplier, including payments.

(d) Any communications from the partner supplier concerning the supply contact will be direct to you from the partner supplier.

(e) We do not give any guarantee of or agree to be answerable for the performance of or breach of a supply contract by a partner supplier, or the quality of the products and services supplied.

D6. Confidentiality

(a) All quotes and supply contract terms supplied to you on behalf of partner suppliers are confidential to those partner suppliers.

(b) The Tickd Website, quotes and supply contract terms, must only be used by you for the purposes of the procurement of products and services by you for your own use and consumption.

(c) You agree not to use the Tickd Website, supply contract terms, or information obtained through it for any other purposes, such as: data mining to gather data such as meter numbers; for white-labelling; as a broker or other intermediary; or as or for a supplier for benchmarking or comparison purposes.

(d) You agree to keep the same confidential and not to disclose them to any other person.

D7. Co-Operation

You agree to co-operate with us in connection with the provision of any services to you and the operation of your account on the Tickd Website.

D8. Intellectual Property

(a) You acknowlede that the name 'Tickd' and our logos belong to use.

(b) You acknowledge and agree that the copyright and other intellectual property in the Tickd Website and all information and content on it, is and shall remain the sole and absolute property of Tickd and any person licensing or providing the same to Tickd.

(c) The only licence granted to you is to access and use our services on the Tickd Website for the purposes permitted by these terms, and all other express or implied licences are excluded.

D9. Consent to Communication

You consent to Tickd communicating with you via any contact details provided by you (including email and SMS), for the purposes of the operation of the Tickd Website, performance of our services, account maintenance, alerts about these terms and information in your online account, notices under these terms, requests for meter readings, and expiry of your supply contracts with a view to prompting you to obtain renewals quotes through the Tickd Website.

D10. Security and Integrity

(a) You agree not to do anything that affects or may affect the integrity, security or operation of the Tickd Website.

(b) This includes accessing the Tickd Website using a spider, web bot, or other automated system, or on a large scale or mass basis.

(c) You will not gather, extract, download, reproduce and/or display or advertise on any other website, other online or off-line service or otherwise, any material on or from the Tickd Website, whether that information has been gained by the use of spiders, data mining, trawling or other 'screen scraping' software or system used to extract data.

(d) You agree not to use the Tickd Website to commit or attempt to commit a criminal offence.

D11. Links to Third Parties

(a) The Tickd Website may contain links to partner supplier websites or other third party websites.

(b) You agree that we are not responsible for the content of those websites and that we do not endorse the same.

E. GENERAL TERMS

E1. Services

E1.1 Provision

When you have an account with us we agree to provide the services as described in these terms.

E1.2 Standard

When you have an account with us, we agree to provide the services with reasonable care and skill, and in accordance with the description set out in these terms.

E1.3 Downtime

The Tickd Website may be unavailable during periods of scheduled downtime for maintenance, repair and upgrade.

E1.4 Block Access

We shall be entitled to immediately (and without notice) terminate and block access to the Tickd Website or any account for any person or IP address without notice if we have any ground to suspect that it is being accessed and used contrary to these terms.

E2. Compliance

E2.1 Anti-Bribery

Where applicable you and we each agree to comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and not to cause the other to be guilty of an offence under those laws.

E2.2 Criminal Finances Act

Where applicable, neither you not we shall commit an offence under section 45 and/or section 46 of the Criminal Finances Act 2017, or a UK Tax Evasion Offence or a Foreign Tax Evasion Offence, as construed in accordance with Part 3 of the Criminal Finances Act 2017.

E2.3 Modern Slavery

Where applicable, Tickd will comply with the Modern Slavery Act 2015 and not commit any offence under the same.

E3. Confidentiality

E3.1 Undertaking

(a) You and we each undertake to keep confidential any information of the other which the other discloses in connection with the contract or services or through the Tickd Website.

(b) In our case, this includes information in or about the Tickd Website, quotes obtained through it, supply contract terms of partner suppliers, information obtained or verified by the Tickd Website, and our commission rates.

(c) In your case, this is any information you provide to us, including through the Tickd Website, and any information concerning your supply contracts which we obtain from the partner suppliers.

E3.2 Non-Disclosures

You and we each undertake not to disclose any confidential information of the other except as provided in these terms, or with the express written permission of the other.

E3.3 Permitted Disclosures - Mutual

You and we can disclose confidential information in confidence to the following persons where they have a legitimate reason to know the same with reference to the permitted use under these terms: (a) affiliated companies; (b) directors, employees and professional advisors, and those of affiliated companies; (c) any permitted assignee of the contract

E3.4 Permitted Disclosures - Legal

(a) You and we can disclose confidential information to any person where required by any applicable legislation or rules of any stock exchange (which may be a non-confidential disclosure where required by such legislation).

(b) You and we can disclose confidential information where necessary to enforce the terms of the contract, but such disclosure shall be in confidence except where this is not possible to enforce the contract.

(c) We shall be entitled to disclose your information to any person, including any legal or regulatory body, not in confidence, where we have grounds to suspect misuse of the Tickd Website and we are doing so to investigate, prevent, mitigate, and obtain compensation for such misuse.

E3.5 Permitted Disclosures - Ticked

You and we can disclose confidential information in confidence to the We can also disclose your confidential information in confidence to:

(a) a credit reference agency for the purposes of the credit checks;

(b) to a third party validation service for the purposes of validating any information you provide;

(c) to the providers of the software and systems that make up the Tickd Website, for the purposes of their providing such software and systems to us;

(d) to a partner supplier to whom you make an offer in respect of a quote; and

(e) to a partner supplier where you use features in the Tickd Website to obtain or submit information from or to a partner supplier's systems.

E3.6 Security

We and you shall each shall take appropriate technical and organisational measures against unauthorised access to or use of, and against loss or theft of, the confidential information of the other.

E3.7 Permitted Use

Neither you nor we shall use the other's confidential information for any purpose other than the following, which are hereby permitted: (a) to perform the contract; (b) to enforce the contract; (c) to administer its business using or providing the services under the contract; (d) to provide the services and operate the Tickd Website; (e) to obtain credit scores, and such usage as a credit reference agency would normally make when a credit search is made with them; (f) to verify any of your information; (g) to exercise any rights under these terms.

E3.8 Excluded Information

The following information shall not be covered by this section 'Confidentiality' or be considered as confidential: (a) information already known to the recipient on a non-confidential basis before disclosure; (b) information in the public domain, unless it got there from a person entitled to make a non-confidential disclosure of the same; (c) information obtained from a third party entitled to make a non-confidential disclosure of the same; or (d) is duplicated in information interpedently created by the recipient without knowledge of the confidential information disclosed to it.

E4. Limitations and Exclusions of Tickd Liability

E4.1 Claims Covered

This section Limitations and Exclusions of Tickd Liability covers claims you may have against us under or relating to or arising out of the contract, services and/or Tickd Website, including: (a) for breach of contract or contractual negligence; (b) under any indemnity or other express term; (c) for any non-contractual negligence or other tort, including negligent misstatement; (d) under any legislation or common law, including any breach of statutory or common law duty; (e) for any misrepresentation in connection with the contract, services or Tickd Website.

E4.2 Not Affected - Fraud

Claims for fraud or fraudulent misrepresentation are not covered by any limitation or exclusion below.

E4.3 Not Affected - Personal Injury

Claims for personal injury or death caused by negligence are not covered by any limitation or exclusion below.

E4.4 Not Affected - Legally Prohibited

Claims that the law prohibits from being limited or excluded are not covered by the limitations or exclusions below.

E4.5 Limited - Confidentiality

Claims for breach of a contractual, common law, or statutory duty of confidentiality are not covered by any limitation or exclusion below, except for the limit in section 'Second Limit - Aggregate' below.

E4.6 Excluded - Consequential Loss

Tickd shall not be liable for any unforeseeable, consequential, indirect or special loss or damage caused by or arising out of a claim.

E4.7 Excluded - Your Breach

(a) Tickd shall not be liable for any claim or loss resulting from your failure to comply with these terms, or from any information you provided.

(b) If you misuse the Tickd Website then we shall have no liability for any claim or loss arising out of or in the course of such misuse.

E4.8 Excluded - Partner Suppliers

We shall not be liable for any claim or loss caused by a breach by partner supplier of any supply contract.

E4.9 Excluded - Misrepresentation

You shall have no remedies in misrepresentation for representations relied on in entering into the contract or any supply contract.

E4.10 Excluded - Types of Loss

We shall not be liable for any of the following (whether direct or indirect) caused by or arising out of a claim: loss of opportunity; loss of profit; loss of revenue; loss of contract; loss of bargain or expected savings; increased costs; excess of costs over income; increase costs of borrowing; liability to a third party; loss of contract; harm to reputation; or loss of goodwill.

E4.11 Excluded - Force Majeure

We shall have no liability for any non performance of our services, failure of the Tickd Website, or claims, to the extent that they are caused by or result from any event or circumstance of force majeure or otherwise outside our reasonable control.

E4.12 Limit - Per Quote

Our liability for any claim arising out of or connected with any quote or associated supply contract, is limited to the lesser of: (a) £1,000; and (b) if it can be ascertained, the amount of the commission we were paid in respect of the same (or would have been paid in respect of the same had a supply contract resulted).

E4.13 Limit - Aggregate

Without prejudice to the previously stated limit, our liability is limited to £100,000 for all claims in aggregate, whenever arising or made, except for any claims to which only section 'Second Limit - Aggregate' is applied by any term of the contract.

E4.14 Second Limit - Aggregate

Without prejudice to any previously stated limit, our liability is limited to £500,000 for all claims in aggregate, whenever arising or made.

E4.15 Indemnity - Third Parties

If you are accessing the Tickd Website on behalf of a third party, then we shall have no liability to that third party for any loss suffered by that third party, or for any claims of that third party, and you agree to indemnify and hold us harmless against any such claims.

E5. Miscellaneous

E5.1 Assignment

(a) You and we shall not assign, transfer, declare a trust over, or charge, or otherwise dispose of the benefit of the contract.

(b) However, you and we may each assign the benefit of the contract to a person who is acquiring all or substantially all of our business and assets.

E5.2 Agency

We are not your agent except as expressly stated in the description of the services above.

E5.3 Partnership

(a) The contract does not create any legal partnership or joint venture between us.

(b) We are also not in any legal partnership with any partner supplier of the Tickd Website, and the term 'partner' is just used informally.

E5.4 Third Party Rights

(a) Only you and we shall have any rights and benefits under the contract.

(b) The Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

E5.5 Notices

(a) Notices under the contract from you to us, must be given by email to info@tickd.co.uk.

(b) Notices by us under the contract may be given by email or post to any of the addresses listed in your Tickd account on the Tickd Website.

E5.6 Law

The law of England and Wales governs the contact and any related contractual and non-contractual disputes and claims.

E5.7 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any contractual or non-contractual dispute or claim relating to the contract.

E5.8 Interpretation

(a) Headings shall not be used in interpreting the terms.

(b) A "person" includes an individual, company, or other legal entity.

(c) "company", "subsidiary" and "holding company" have the meanings in Section 1159 of the Companies Act 2006.

(d) The singular includes the plural and vice versa.

(e) Words that follow any of "including", "such as" and "for example" shall not limit the meaning of what came before.

(f) A reference to any legislation is to it, and any secondary legislation under it, as amended, extended, or re-enacted from time to time.

(g) "Writing" or "written" includes e-mail or publication on the Tickd Website.

(h) "Law" means any law in force from time to time in all or any part of England and Wales.

E6. Management of and changes to these Terms

E6.1 Entire Terms

These terms, and the implied terms below, are the entire terms of the contract between you and us.

E6.2 Implied Terms

(a) Except for the following, all terms implied under statute, common law, custom and practice, usage, or previous dealings are hereby excluded to the fullest extent permitted by law.

(b) Any terms that are implied by a court to give the contract business efficacy,

E6.3 Severance

(a) The terms are separate and severable.

(b) If any term is invalid or unenforceable it shall be deleted, but the rest of the terms shall stay in force.

E6.4 Waiver

Any failure or delay in exercising any right or remedy shall not constitute a waiver.

E6.5 Variation

Without prejudice to any unilateral rights of variation set out in these terms, no variation which you consider has been agreed shall be effective unless agreed in a written communication from us or signed by us.

E6.6 Our Right to Change

(a) We shall be entitled to vary and amend these terms at any time and from time to time, by updating them on the Tickd Website, or by email to you, or by a general notice placed in your online account home page.

(b) Your continued use of the Tickd Website following any such change shall constitute your acceptance of the revised terms, which will apply to any future use made by you of the Tickd Website.

(c) You must monitor the Tickd Website for any changes to these terms.

End