Terms & Conditions - Subscriber & Organiser

This document provides information about Entryhub and the legal terms and conditions (Terms) on which we provide the payment services (Services) offered on our website (our site) to you as a Subscriber i.e. either as an entrant to an event or subscriber to a club membership.

These Terms will apply to any contract between us for the provision of Services to you. Please read these Terms carefully and make sure that you understand them, before using the Services. Please note that by using the Services, you agree to be bound by these Terms.

We amend these Terms from time to time. Every time you wish to use the Services, please check these Terms to ensure you understand the Terms which will apply at that time.

These Terms, and any Contract between us, are only in the English language.

INFORMATION ABOUT ENTRYHUB

1.1 Entryhub is trading name and registered trademark of FR Systems Limited.

1.2 FR Systems Limited operates the website www.entryhub.co.uk (“we”; “us”; “Entryhub”).

THE SERVICES

2.1 We provide a quick and easy means for Event and/or Subscriptions Organisers (Organisers) to publicise and advertise entry to events organised by them, and subscriptions to clubs that they operate. Subscribers that wish to enter an event or join a club advertised on our site by an Organiser, can do so through our site and pay their membership subscription or entry fees (the Organiser’s Fees) in accordance with these Subscriber Terms.

2.2 If an event or membership subscription is advertised on our site as “Open”, and you wish to enter or subscribe, you should fill in the entry or subscription form and make a payment in accordance with Clause 7 below.

2.3 If you wish to cancel your entry or membership subscription at any time, please contact the organiser using their contact details shown on the event or membership page.

USE YOUR PERSONAL INFORMATION

3.1 We only use your personal information in accordance our Privacy Policy.

3.2 By using the Services, you agree to have your entry details published on our site.

YOUR USE OF THE SERVICES

4.1 You may only use the Services if you are at least 18 years old.

4.2 When using the services you agree to:

a) provide true, accurate, current and complete information about yourself as prompted by the site entry or membership subscription form (the "Registration Data")
b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

ENTRYHUB DELIVERY POLICY

5.1 After completing your purchase your screen will show confirmation of your payment and order details. We will also send you an instant email confirming your purchase (it is possible that this conformation could appear in your spam mail). At this point a contract will have been formed between us and we will have performed the Services.

5.2 The Organiser is responsible for the delivery of the event or membership subscription. They will provide Subscribers with all other relevant details for their event or membership either via email or on the event website.

5.3 By using the Services to enter an event or pay a subscription for a membership advertised by an Organiser on our Site, you agree to comply with the terms and conditions of the Organiser and shall contract with them directly in relation to your participation in the event or membership of the relevant club.

5.4 We will have no liability to you in relation to acceptance of your membership or subscription and each individual Organiser’s refund, withdrawal and cancellation policy will apply as communicated to you by them. If the Organiser does not communicate its own refund policy to you prior to your use of the Services, our Refund Policy will apply.

PAYMENT

6.1 You can use the Services using a debit card or credit card. We accept the following cards: Visa Credit, Visa Debit, Mastercard, Maestro. All payments will be processed by Pay 360 by Capita on our behalf.

6.2 Please note that we apply a service charge for processing the payment and entry. It will be made clear to you prior to your payment whether or not our service charge will be charged in addition to your entry fee or membership subscription fee, in some cases the Organiser will include the service charge within the entry fee, this will be clear when you enter the event.

6.3 Payments made for an event, excluding service fees are taken on behalf of the event organiser. Monies recieved are periodically transferred to the organiser, in the event of a refund being given it is the organisers responsibility to ensure funds are available to process them. FR Systems accepts no liability for losses to a subscriber as a result of insufficient funds being made available by the event organiser.

REFUND POLICY

7.1 Event Entry Refunds:

Event entry fees are non-refundable unless the request for a refund is made inside 14 days
Service charges are non-refundable.
In extreme circumstances the Organiser at their sole discretion may grant a refund of event entry fee or a free transfer of entry to an alternative event planned by the same event Organiser.
All refund requests must be made to the Organiser.
We will only issue refunds to you if instructed to do so by the Organiser.
All communications or disputes regarding refunds are between the Organiser and the Subscriber.

7.2 Membership Subscription Refunds:

Subscribers have up to 14 days to cancel their Membership Subscription.
All refund requests must be made to the Organiser.
We will only issue refunds to you if instructed to do so by the Organiser.
A full refund of the membership subscription will be given, provided that the Subscriber has not accepted and/or used any membership benefits between the payment date and the date of their cancellation of Membership Subscription.
If the subscriber has accepted and/or used any membership benefits in that period, a deduction will be made from the refunded membership subscription, which is proportionate to the benefits accepted and/or used. The deduction will be decided by the Organiser.
With exception of the rights to cancel a subscription as described in clauses 4.2 a) to c), membership subscriptions and associated costs are non-refundable, including in circumstances where the subscriber is unable to use their Membership.
The Organiser may offer the subscriber the right to transfer their Membership to a third party in which case the original subscriber will not be entitled to any refund. Alternatively, at the Organiser’s sole discretion a refund of membership subscription may be provided.
All communications or disputes regarding refunds are between the Organiser and the Subscriber.

LEGAL NOTICE

8.1 The information contained in this web site has been prepared solely for the purpose of providing general information about FR Systems Limited and the products and services FR Systems Limited offers. Details published on the entryhub.co.uk website are provided as a convenience to visitors and should be used for information purposes only.

8.2 Any dated information is published as of its date only. While FR Systems Limited takes reasonable care to provide information which is accurate, up to date and complies with all prevailing UK legislation when it is first included on the website, it does not undertake to update or correct such information and reserves the right to change, delete or move any of the material on this website at any time without notice.

8.3 While FR Systems Limited tries to ensure that this site is normally available 24 hours a day, we will not be liable if, for any reason, the site is unavailable for any period of time. Access to this site may be suspended temporarily or permanently and without notice.

8.4 FR Systems Limited makes no representation or warranty, expressed or implied, as to the accuracy or completeness of any of the information included on this website. No liability can be accepted for any errors or omissions, or for any loss resulting from the use of this Internet service. Neither FR Systems Limited nor any other person or entity accepts liability for any loss of whatsoever nature or howsoever caused, arising directly or indirectly from the use of or reliance upon this website or any of the information it contains. In addition, no warranty is given as to the freedom of this website from errors, defects, viruses or other malicious programs or macros.

8.5 This website may contain links to and may be linked from third-party websites. Links from this website exist for convenience and information. FR Systems Limited accepts no responsibility or liability for the information contained on any such site. The existence of a link to another website does not imply or express endorsement of its provider, product or services by FR Systems Limited.

8.6 The materials and information on this site do not constitute professional advice.

8.7 The information and services provided on this website are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organisation where FR Systems Limited is not authorised to provide such information.

8.8 This website is established by FR Systems Limited in England. Any use of it shall at all times be governed by English law and, in the event of any dispute, the relevant parties shall irrevocably submit to the exclusive jurisdiction of the English Courts.

8.10 You may download or print individual sections of the website for personal use and information only provided that you retain all copyright, other proprietary notices or other intellectual property notices contained in the original material. Any files downloads are made at your own risk.

8.11 The products, technology or processes described in this web site may be the subject of other intellectual property rights reserved by FR Systems Limited or by other third parties. No licence is granted in respect of those intellectual property rights. Images, trade marks and brands displayed on this site are protected by copyright, trade mark and other intellectual property laws and may not be reproduced or appropriated in any manner without written permission of their respective owner(s).

8.12 You may not reproduce (in whole or in part), modify, decompile, disassemble or transmit or use for any commercial purpose whatsoever any information from this website without first contacting FR Systems Limited and obtaining FR Systems Limited prior written consent.
8.13 By accessing any part of this site, you will be deemed to have accepted these terms in full.

Organiser Service Agreement for Entryhub

This document provides information about Entryhub and the legal terms and conditions (Terms) on which we provide the payment services (Services) offered on our website (our site) to you, as an Event and/or Subscriptions Organiser (Organiser).

These Terms will apply to any contract between us for the provision of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before using the Services. Please note that by using the Services, you agree to be bound by these Terms.

We amend these Terms from time to time. Every time you wish to use the Services, please check these Terms to ensure you understand the Terms which will apply at that time.

These Terms, and any Contract between us, are only in the English language.

INFORMATION ABOUT ENTRYHUB

1.1 Entryhub is trading name and registered trademark of FR Systems Limited.

1.2 FR Systems Limited operates the website www.Entryhub.co.uk (“we”; “us”; “Entryhub”).

THE SERVICES

2.1 We provide a quick and easy means for Organisers to set up an Account through which they can publicise and advertise entry to events organised by them and subscriptions to clubs that they operate. Organisers use our site so that individuals and/or organisations (Subscribers) that wish to enter an event or join a club advertised on our site by the Organiser, can do so through our site and pay their membership subscription or entry fees (the Organiser’s Fees) in accordance with our Subscriber Terms and Conditions.

2.2 You confirm that you have authority to bind the Organiser on whose behalf you use the Services.

2.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

2.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

2.5 By making the Event / Subscription available to Subscribers on our site on your chosen date (Entries Open Date), this will act as confirmation that you are happy with setup on our site, and that you have tested it and you are satisfied that all details are correct and all prices payable are being applied under this Contract.

2.6 Changing any information on our site related to your Account after the Entries Open Date can be complex and so you warrant that at the Entries Open Date, you have provided all the relevant information. If you require to make any changes after the Entries Open Date, we will provide you with reasonable assistance, however, we do not warrant that any such changes can be made or implemented in the way that you wish.

2.7 We may seek from you evidence that your advertised event is going ahead, or that the advertised club membership is available as advertised. This may take the form of evidence of insurance for your event, or evidence of approval from a National Governing Body of the existence of your club. Your ongoing use of Entryhub will depend on your being able to provide this evidence if asked, and should there arise a need to suspend your Account due to failure to provide such evidence, Entryhub reserves the right to do so. In such circumstances we reserve the right at our sole discretion to refund Subscription Fees to Subscribers for that calendar month instead of making your monthly payment to you in accordance with Clause 4 below and to charge you for the relevant Transaction Charges (as defined below).

2.8 When a Subscriber completes and entry for and/or submits a payment through our site, you will be required to acknowledge and accept such entry and payment and an e-mail will be issued to the Subscriber confirming that a contract has been formed between you and the Subscriber.

2.9 You undertake to comply with all consumer protection legislation in relation to your dealings with the respective Subscriber.

USE OF THE SERVICES, SECURITY AND CONTENT

3.1 As part of our site registration process, you will create a password for your Account. You are responsible for maintaining the confidentiality of the password and Account, and are fully responsible for all activities that occur under your Account, including, without limitation, all actions by sub-users registered under your Account.

You agree to immediately notify Entryhub of:

any unauthorised use of your password or Account
any other breach of security

You also agree to ensure that you exit from your Account at the end of each session.

Entryhub cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorised access to or use of your Account.

In the event of any dispute between two or more parties as to Account ownership, you agree that Entryhub shall be the sole arbiter of such dispute in its sole discretion and that Entryhub's decision (which may include termination or suspension of any Account subject to dispute) shall be final and binding on all parties.

3.2 You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Services or otherwise made available by Entryhub in connection with the Services (collectively, "Content"), is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws.

Entryhub may own the Site Content or portions of the Site Content may be made available to Entryhub through arrangements with third parties. Except as expressly authorized by Entryhub in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose.

Reproducing, copying or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of Entryhub. You shall use the Content only for purposes that are permitted by these Terms and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.

3.3 You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to Entryhub a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic) (iii) is not defamatory or offensive. In addition, Your Content must be accurate and truthful. Entryhub reserves the right to remove any of Your Content from the Site at any time if Entryhub believes in its sole discretion that it does not comply with these Terms. In addition, you agree that Entryhub may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of Entryhub both on the site and in marketing and promotional materials.

3.4 Entryhub hereby grants you a non-exclusive, non-transferable, non-sub-licensable right to access and use the Services solely for the purposes of creating an event or subscription page with respect to, and promoting, managing, tracking, and collecting the Organiser’s Fee through your Account. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for commercial purposes except for the limited commercial purpose of collecting Entry Fees through the Site as an Organiser); (iv) remove or alter any proprietary notices or labels on or in the Services or Content; or (v) engage in any activity that interferes with or disrupts the Services.

REFUND POLICY

4.1 Event Entry Refunds:

Event entry fees are non-refundable unless the request for a refund is made inside 14 days.
Service charges are non-refundable.
In extreme circumstances the Organiser at their sole discretion may grant a refund of event entry fee or a free transfer of entry to an alternative event planned by the same event Organiser.
All refund requests must be made to the Organiser.
We will only issue refunds to a Subscriber if instructed to do so by the Organiser.
All communications or disputes regarding refunds are between the Organiser and the Subscriber.

4.2 Membership Subscription Refunds:

Subscribers have up to 14 days to cancel their Membership Subscription.
All refund requests must be made to the Organiser.
We will only issue refunds to Subscribers if instructed to do so by the Organiser.
A full refund of the membership subscription will be given, provided that the Subscriber has not accepted and/or used any membership benefits between the payment date and the date of their cancellation of Membership Subscription.
If the subscriber has accepted and/or used any membership benefits in that period, a deduction will be made from the refunded membership subscription, which is proportionate to the benefits accepted and/or used. The deduction will be decided by the Organiser.
With exception of the rights to cancel a subscription as described in clauses 4.2 a) to c), membership subscriptions and associated costs are non-refundable, including in circumstances where the subscriber is unable to use their Membership.
The Organiser may offer the Subscriber the right to transfer their Membership to a third party in which case the original Subscriber will not be entitled to any refund. Alternatively, at the Organiser’s sole discretion a refund of membership subscription may be provided.
All communications or disputes regarding refunds are between the Organiser and the Subscriber.

PAYMENT AND REFUND TERMS

5.1 In return for the provision of the Services, Entryhub shall be entitled to apply the charges (as specified in Clauses 5.2 and 5.3 below) to all transactions (inclusive of refunds) processed through the site (Transaction Charges), which shall be payable by you in accordance with the terms of this Clause 5.

5.2 There is one method of applying Service Charges for the provision of the Services.

The Entry to an event, or subscription to a club, is advertised to the public with the Organiser’s (entry or subscription) Fee shown. Entryhub will charge to Subscribers, a Service Charge in addition to the Organiser’s Fee, which will be advertised to them, for entry to the event or subscription to a club through our site. All such Service Charges will be retained by Entryhub.

5.3 The service charges are as follows:

The service charge paid by the participant if the event organiser chooses for the service charge to be added to the entry fee is £1.63 or 5% of their payment (whichever is greatest). If the Organiser chooses for the service charge to be included in the entry fee the service charge is £1.63 or 5% of the total payment
Each entry or subscription where the Organiser types the Subscriber’s details into the system, e.g. from a paper form or similar, will be handled at no charge.
There is no additional service charge for card refunds to the Subscriber. However the Subscriber will not be refunded their initial Service Charge, only their entry fee or membership fee.
All Service Charges are quoted inclusive of VAT.

5.4 If instructed to do so by the Organiser or if required by the Terms of this Contract, Entryhub shall refund any Organisation’s Fees payable to Subscribers. Entryhub is charged (by its banks) for refund transactions in the same way that it is charged for the entry transaction. The Transaction Charges for all Refunds will be charged to the Organiser at £1 per payment or £4 if the payment has been made more than 18 months advance of the cancellation date. These Transaction Charges will be subtracted from the final payment made by us to the Organiser in accordance with Clause 5.8 below.

5.5 Organisers will refund Subscribers in accordance with the Refund Policy as detailed in Clause 4 and against any claims made against Entryhub resulting from the Organiser’s failure to comply with relevant consumer protection laws.

5.6 The terms of the Credit Card Act 1974 requires that when a Subscriber has paid for something on their card, they should be refunded onto the same card from where the payment came.

5.7 If we try to refund a Subscriber through our site and we do not hold enough funds on behalf of the Organiser to make the relevant payment to the Subscriber, the Organiser will, by bank transfer or cheque, pay sufficient sums to Entryhub to cover the refund (inclusive of any associated Transaction Charge).

5.8 Unless notified in advance of alternative arrangements, within the first week following an event Entryhub will make a payment by BACS transfer to the Organiser of the sums due to the Organiser as entry fees as detailed in the statement issued to the Organiser under Clause 5.8 above. However, if the statement shows that the Organiser is due any monies to Entryhub, Entryhub shall issue an invoice to the Organiser within the relevant week and the Organiser shall pay the invoice within 14 days of the date of issue.

5.9 Entryhub reserves the right to ban Subscribers from using the site for the purpose of entering an event or joining a club if it reasonably believes that the Subscriber is in breach of Entryhub’s User Terms and Conditions and/or website terms of use.

5.10 All card payments will be processed by Pay 360 by Capita.

EVENT/SUBSCRIPTION CANCELLATION OR SUBSTITUTION

6.1 The Organiser agrees to communicate its event entry terms and conditions and/or its membership terms and conditions clearly to all Subscribers.

6.2 The Organiser is responsible for their own cancellation policy and communicating such with their subscribers.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights including in particular, trade marks, logos and copyright shall be owned by the party introducing the same. Both parties hereby grant a licence to the other party of its logos, trademarks and advertising materials for the duration of this Contract and for a period of one year after for the purpose of advertising the Event and the publication of post Event promotional materials.

CONFIDENTIALITY

7.1 The parties undertake that they shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the it by the other party to this Contract, except as permitted by Clause 7.2.

7.2 The parties may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

ORGANISER’S OBLIGATIONS AND WARRANTIES

8.1 The Organiser warrants that all information, marketing material and information provided by it to us under this Contract is owned by the Organiser and is accurate and correct.

8.2 The Organiser warrants that it shall comply with all applicable legislation, regulations and requirements in relation to running the event and/or club advertised and contracting with Subscribers who wish to enter the event or join the club.

8.3 The Organiser undertakes to comply with all reasonable requests of Entryhub to assist Entryhub in providing the Services.

8.4 The Organiser hereby indemnifies Entryhub against any and all loss incurred by Entryhub resulting from: -

(i) a breach of these Terms by the Organiser;

(ii) the running of the event or any failure by the Organiser to run the event or provide the club membership;

(iii) any claims by any Subscribers for a refund, regardless of the reason for such a refund.

LIMITATION OF LIABILITY

9.1 Nothing in this agreement limits or excludes either party’s liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to Clause 9.1, Entryhub shall not be liable to the Organiser, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill;
loss of use or corruption of software, data or information;
any indirect or consequential loss.

9.3 Subject to Clause 9.1 and Clause 9.2, Entryhub's total liability to the Organiser, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Transaction Charges received by Entryhub through the Organiser’s use of their Account.

9.4 Entryhub shall not be liable for any loss incurred as a result of down time of our site provided that the down time is not directly attributable to an act or omission of Entryhub.

DATA PROTECTION

10.1 The parties agree that the Organiser shall be regarded as the Data Controller under the Data Protection Act 2018 for the purpose of organising the event and/or running the club and that Entryhub shall be regarded as a Data Processor.

10.2 Entryhub shall process personal data in accordance with its Privacy Policy.

TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment;
the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
the other party (being an individual) is the subject of a bankruptcy petition or order;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.1(d) to Clause 11.1(k) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

11.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

OTHER IMPORTANT TERMS

12.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.

12.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

12.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

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

12.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.