Terms and Conditions for your Subscription to the Aquila Non-Advisory Financial Markets Analysis and Education Services

Please read these terms and conditions (‘Terms’) carefully before using the website operated by Aquila Markets Limited (Company Number: 09730515) whose registered office is C/O The Accountancy Partnership, Twelve Quays House, Egerton Wharf, Wirral, England CH41 1LD (‘Aquila’). They contain important information about your rights and obligations.  You can print out these Terms by clicking on the print icon on your browser.

BACKGROUND

(A)   Aquila makes available as a service a non-advisory financial markets analysis and education resource service to a community of subscribers on a subscription basis via an internet-based platform in consideration of subscription charges during the Subscription Term.

(B)   Aquila’s service involves using its experience and skill to interpret financial data and distil that into a form which can be more readily understood by investors of varying levels of experience and makes available its own market information materials.

(C)   Aquila’s service is designed to simply inform and educate an investors decision and be regarded as an additional resource but as a single factor only to one of several inputs an investor might assess to inform an investment decision. Aquila’s service is not intended to constitute investment advice.

(D)  Aquila has developed, and is the entire legal and beneficial owner of certain proprietary software applications together the internet platform for the purposes only of providing information as described in (A) to (C) to a community of subscribers.

(E)   Aquila has agreed to make available to You Aquila’s non-advisory financial markets analysis and education services on a subscription basis and also licence to You the software applications and internet platform and You have agreed to take and pay for the same subject to the terms and conditions of these Terms.

(F)   By clicking on the ‘I Accept’ box you agree to be legally bound by these Terms as they may be modified and posted on the Aquila website from time to time.

(G)  If you do not wish to be bound by these Terms then you may not subscribe to the Aquila non-advisory financial markets analysis and education services.

Agreed terms

1.         Interpretation

1.1          The definitions and rules of interpretation in this clause apply in these Terms.

Aquila Market Information Materials: the short daily video content, longer periodic video content, materials, social media links, documents or chart depictions which Aquila makes available to You via the Platform as part of the Non-Advisory Market Education Subscription Services.

Aquila Proprietary Software: the Aquila proprietary software applications in object code upon which the Platform operates which are made available to You under these Terms and all Updates and New Versions, and all changes thereto or additional software created or developed or otherwise arising in the course of the provision of the Non-Advisory Market Education Subscription Services  and licensed to You by Aquila as part of the Non-Advisory Market Education Subscription Services.

Best Industry Practice: in relation to the Non-Advisory Market Education Subscription Services, a standard of service or deliverable in terms of quality, productivity, performance, and timeliness of delivery which, when considered collectively, is equal to a supplier of educational resources associated with financial market interpretation in the UK, taking into account the overall terms and conditions of these Terms.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Confidential Information:

(a)            the Aquila Proprietary Software; and
(b)            the Non-Advisory Market Education Subscription Services; and
(c)            any documents, materials, information or data of one Party in whatever medium (including, but not limited to, all business, financial, commercial, technical, operational, organisational, legal, management and marketing information) which is disclosed or made available to the other Party under, or in connection with, these Terms whether before or after the Effective Date and which at the time of such disclosure is designated as confidential by the disclosing Party;

but does not include any information which is in the public domain other than through a breach of confidence.

Controller, processor, data subject, personal data, and processing:  as defined in the Data Protection Laws.

Data Protection Laws: all applicable laws relating to data protection, the processing of personal data and privacy, including the Data Protection Act 2018.

Effective Date: the date of these Terms.

Force Majeure: any act, event, omission or cause or circumstance whatsoever beyond the reasonable control of a Party, including without limitation, act of God; an act of any government or authority (including refusal or revocation of any licence or consent); pandemic, fire, explosion, flood; and theft, malicious damage, strike, lock-out or industrial action of any kind (other than in relation to the workforce of the Party claiming Force Majeure).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

New Version: any new version of the Aquila Proprietary Software being a version which contains such significant differences from the previous versions as to constitute a new product.

Non-Advisory Market Education Subscription Services: the non-advisory financial markets analysis and education resource service including the Aquila Market Information Materials, provided by Aquila to You via the Platform in consideration of Your Subscription during the Subscription Term d.

Party: each of the parties identified as parties to these Terms and jointly the “Parties”.

Personnel: any employees, officers, directors, agents, contractors, agents or temporary or relief staff employed or engaged by Aquila or any of its sub-contractors from time to time in the provision of the Non-Advisory Market Education Subscription Services.

Platform: the online software platform including the Aquila Proprietary Software via which Aquila makes available and delivers all the functionality of the Non-Advisory Market Education Subscription Services.

Regulatory Authority: all governmental, statutory or regulatory bodies and any other competent authorities or entities having responsibility for the regulation or governance of financial market activities and “Regulatory Authority” means any of them.

Subscription Fees: the subscription fees payable to Aquila by You for Your Subscription.

Subscription Term: the monthly subscription term of these Terms.

Updates:  patches, modifications, updates or upgrades to existing modules or functionality of the Aquila Proprietary Software but not including new versions or new functionality in respect of any future Aquila Proprietary Software modules developed by Aquila.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Your Authorised Users: those employees, agents and independent contractors of yours who are authorised by You to access the Non-Advisory Market Education Subscription Services and Aquila Market Information Materials.

Your Data: any data inputted by You, Your Authorised Users, or Aquila on your behalf for the purpose of using the Non-Advisory Market Education Subscription Services.

Your Subscription(s): the subscription(s) purchased by You in accordance with these Terms which entitle Your Authorised Users to access and use the Non-Advisory Market Education Subscription Services and the Aquila Market Information Materials.

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

1.2          A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.3          A reference to writing or written includes email.

1.4          References to clauses and schedules are to the clauses and schedules of these Terms and the Schedules form an integral part of these Terms.

2.         Your Subscription(s)

2.1          Subject to these Terms, Aquila hereby grants to You a non-exclusive, non-transferable right, without the right to grant sublicences, to permit You or Your Authorised Users to use the Non-Advisory Market Education Subscription Services and Aquila Market Information Materials during the Subscription Term.

2.2          In relation to Your Authorised Users, You agree that:

(a)        the maximum number of Your Authorised Users that You authorise to access and use the Non-Advisory Market Education Subscription Services  and Aquila Market Information Materials shall not exceed the number of Your Subscriptions You have purchased from time to time;

(b)        You will not allow or suffer any single subscription to be used by more than one individual as Your Authorised User;

(c)        You and each individual named as Your Authorised User shall keep a secure password for his or her use of the Non-Advisory Market Education Subscription Services  and Aquila Market Information Materials, such password shall be changed no less frequently than once a year and that each of Your Authorised Users shall keep his or her password confidential;

(d)        You shall maintain a written, up to date list of current individuals who are Your Authorised Users and provide such list to Aquila within 5 Business Days of Aquila’s written request at any time;

(e)        You acknowledge and permit the Platform enables Aquila or Aquila’s designated auditor to audit the Non-Advisory Market Education Subscription Services in order to establish your name and password and each of Your Authorised Users to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter and if any of the audits reveal that any password has been provided to any individual who is not an individual corresponding to Your Authorised User, then without prejudice to Aquila ‘s other rights, You shall promptly disable such passwords and Aquila shall not issue any new passwords to any such individual;

(f)         if any of the audits reveal that You have underpaid Subscription Fees to Aquila, then without prejudice to Aquila’s other rights, You shall pay to Aquila an amount equal to such underpayment as calculated in accordance with the prices set out in Error! Reference source not found. within 10 Business Days of the date of the relevant audit.

3.         The Non-Advisory Market Education Subscription Services

3.1          Aquila shall, during the Subscription Term, provide the Non-Advisory Market Education Subscription Services on and subject to these Terms.

3.2          During the Subscription Term, Aquila shall render the Non-Advisory Market Education Subscription Services in a competent, conscientious and professional manner having due regard for the pure educational resource nature of the service.

3.3          Aquila shall:

3.3.1        Take all reasonable care to ensure Aquila Market Information Materials shall be of the highest quality;

3.5.1        from time to time select for publication on the Platform information or materials related to Aquila Market Information Materials which may be of general interest to You.

4       Grant of the Aquila Proprietary Software Licence

4.1 In consideration of payment of the Subscription Fees, Aquila grants to You, and Your Authorised Users (during the Subscription Term, and as a necessary element of making available the Non-Advisory Market Education Subscription Services), a revocable, non-exclusive, non-transferable user licence to use and access the Aquila Proprietary Software during the Subscription Term, in accordance with these Terms.

4.2 You may not use any such information provided by Aquila or obtained by You to create any software whose expression is substantially similar to that of the Aquila Proprietary Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

4.3 You shall not sub-license, assign or novate the benefit or burden of the licence under 4.1 in whole or in part or deal in any other manner with any or all of your rights and obligations under these Terms.

4.4 Aquila may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of your rights and obligations under the licence under 4.1, provided it gives written notice by email to You.

5      Responsibilities of the Parties

5.1   Each Party shall:

5.1.1      perform all of its obligations specified in these Terms;

5.1.2      co-operate with the other Party and provide any assistance or information as may be reasonably required for the Non-Advisory Market Education Subscription Services.

5.2   Aquila shall use Personnel that are appropriately skilled, qualified and properly supervised to provide the Non-Advisory Market Education Subscription Services  in accordance with Best Industry Practice, and shall notify You of any development that may have a material impact on its ability to carry out the Non-Advisory Market Education Subscription Services. Aquila shall ensure that its Personnel will comply with all applicable security, health and safety and other staff and contractor policies of yours while on your premises and as advised from time to time.

5.3   Aquila is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Non-Advisory Market Education Subscription Services  may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4  You shall:

5.4.1   ensure You have full power and authority to enter into these Terms and perform your obligations under these Terms and its execution has been properly authorised;

5.4.2      provide Aquila with all necessary access to such information as may be required by Aquila in order to provide the Non-Advisory Market Education Subscription Services, including but not limited to Your Data;

5.4.3      comply with all applicable laws and regulations with respect to your activities under these Terms;

5.4.4      carry out any of your responsibilities set out in these Terms in a timely and efficient manner.

5.4.5      ensure that your network and systems comply with the relevant specifications required by Aquila from time to time.

5.5     Aquila shall ensure that in relation to the Non-Advisory Market Education Subscription Services it uses commercially reasonable methods to test and protect the Aquila Proprietary Software against Virus and other harmful elements designed to disrupt the orderly operation of, or impair the integrity of data files resident on, any data processing system.

6       Intellectual Property Rights

6.1  You acknowledge that all Intellectual Property Rights in the Aquila Proprietary Software (including any Update or New Version), the Non-Advisory Market Education Subscription Services  and the Aquila Market Information Materials belong and shall belong to Aquila, and You shall have no rights in or to the same other than the right to use them in accordance with the terms of these Terms.

6.2 These Terms do not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Aquila Proprietary Software, the Non-Advisory Market Education Subscription Services or the Aquila Market Information Materials.

6.3 Aquila confirms that it owns all Intellectual Property Rights in relation to the Aquila Proprietary Software, the Non-Advisory Market Education Subscription Services and the Aquila Market Information Materials (only to the extent the same comprise original materials authored by Aquila) that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

6.4 Aquila undertakes at its own expense to defend You or, at its option, settle any claim or action brought against You alleging that the possession or use of the Aquila Proprietary Software, the Non-Advisory Market Education Subscription Services  (or any part thereof) or the Aquila Market Information Materials (only to the extent the same comprise original materials authored by Aquila) in accordance with these Terms infringe the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs incurred by or awarded against You as a result of or in connection with any such Claim. For the avoidance of doubt, this shall not apply where the Claim in question is attributable to use of the Aquila Proprietary Software, the Non-Advisory Market Education Subscription Services (or any part thereof) or the Aquila Market Information Materials by You other than in accordance with these Terms, use of the Aquila Proprietary Software in combination with any hardware or software not specified by Aquila if the infringement would have been avoided by the use of the Aquila Proprietary Software not so combined.

6.5 If any third party makes a Claim, or notifies an intention to make a Claim against You, Aquila’s obligations are conditional on You:

6.5.1      as soon as reasonably practicable, giving written notice of the Claim to Aquila, specifying the nature of the Claim in reasonable detail;

6.5.2      not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Aquila;

6.5.3      giving Aquila and its professional advisers access at reasonable times (on reasonable prior notice) to your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable Aquila and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; and

6.5.4      subject to Aquila providing assurance to You against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as Aquila may reasonably request to avoid, dispute, compromise or defend the Claim.

6.6   If any Claim is made, or in Aquila ‘s reasonable opinion is likely to be made, against You, Aquila may at its sole option and expense:

6.6.1      procure for You the right to continue to use the Aquila Proprietary Software (or any part thereof) the Non-Advisory Market Education Subscription Services  and the Aquila Market Information Materials in accordance with these Terms;

6.6.2      modify the Aquila Proprietary Software, and/or the Non-Advisory Market Education Subscription Services and/or the Aquila Market Information Materials so that they (as relevant) cease to be infringing;

6.6.3      replace the Aquila Proprietary Software and/or the Aquila Market Information Materials (as relevant) with non-infringing software or materials; or

6.6.4      terminate these Terms immediately by notice in writing to You and refund any of the Subscription Fees paid by You as at the date of termination (less a reasonable sum in respect of your use of theNon-Advisory Market Education Subscription Services to the date of termination).

6.7 Notwithstanding any other provision in these Terms, this clause shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third-party software by You.

6.8 This clause 6 constitutes your exclusive remedy and Aquila’s only liability in respect of Claims.

7.         Intellectual Property Rights in Your Data

7.1          Aquila acknowledges that all associated Intellectual Property Rights in Your Data will at all times remain your property. You hereby grant to Aquila a non-exclusive, non-transferable, royalty-free, worldwide licence, for the Subscription Term, to use Your Data to the extent necessary and for the sole purpose of the proper performance of the Non-Advisory Market Education Subscription Services.

7.2          Provided Aquila consents, Aquila hereby grants to You throughout the world the right to, and to authorise others to, issue publicity concerning the Non-Advisory Market Education Subscription Services and to use Aquila’s name, extracts from the Aquila Market Information Materials in connection with your activities but so that without Aquila’s prior written consent such use shall not suggest that Aquila endorses, recommends or uses any commercial products or services of yours.

7.3          You warrant that the use and possession by Aquila of Your Data in accordance with these Terms shall not infringe any Intellectual Property Rights of any third party.  If any third party claims that the possession and/or use by Aquila, its agents and employees of Your Data in accordance with these Terms infringes the Intellectual Property Rights of that third party or of another person (“IPR Claim”), You will indemnify Aquilaagainst the recoverable liabilities arising out of or in connection with that IPR Claim.

8.         Credit of the Non-Advisory Market Education Subscription Services and the Aquila Market Information Materials

8.1      Subject to Aquila duly rendering the Non-Advisory Market Education Subscription Services, Aquila shall be accorded:

8.1.1      credit as an independent author or creator of the Aquila Market Information Materials on all materials made available by You or under your control; and

8.1.2      credit as an independent author or creator of the Aquila Market Information Materials in connection with all paid advertising and publicity relating to the Aquila Market Information Materials made or issued by, or under your direct control.

8.2     Aquila shall be permitted to use your name in its marketing and promotional materials, including but not limited to the Platform.

9       Data Protection

9.1     Both Parties shall comply with their respective obligations under Data Protection Laws.

9.2     You shall own all right, title and interest in and to all of Your Data that is not personal data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Your Data.

9.3     Aquila has put in place and will at all times maintain appropriate technical and organisational security measures against unauthorised, accidental or unlawful access to personal data and Your Data.

9.4     Aquila shall follow its archiving procedures as may be amended by Aquila in its sole discretion from time to time. In the event of any loss or damage to Your Data, Your sole and exclusive remedy against Aquila shall be for Aquila to use reasonable commercial endeavours to restore any of Your Data lost or damaged from the latest back-up of Your Data maintained by Aquila in accordance with its archiving procedure. Aquila shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by Aquila to perform services related to maintenance of Your Data and back-up for which it shall remain fully liable).

9.5     Aquila shall, in providing the Non-Advisory Market Education Subscription Services, comply with its privacy and security policy relating to the privacy and security of Your Data available on the Platform or such other website address as may be notified to You from time to time, as such document may be amended from time to time by Aquila in its sole discretion.

9.6     Aquila confirms that its privacy and security policy sets out the scope, nature and purpose of processing by Aquila, the duration of the processing and the types of personal data and categories of data subject

10.       The Subscription Fees

10.1       You shall pay the Subscription Fees to Aquila in accordance with this clause 10.

10.2       Aquila may increase the Subscription Fees during and after the Subscription Term in its sole discretion and by notice in writing by email to You.

10.3       If Aquila does not receive payment at any time during the Subscription Term, and without prejudice to any other rights and remedies of Aquila, Aquila may, without liability to You, disable your password, account and access to all or part of the Non-Advisory Market Education Subscription Services  and Aquila shall be under no obligation to provide any or all of the Non-Advisory Market Education Subscription Services while the Subscription Fees remain unpaid

10.4       The Subscription Fees:

(a)        shall be payable in in whatever currency You require;

(b)        are non-cancellable and non-refundable;

(c)        are inclusive of value added tax.

10.5       You may purchase from Aquila enhanced non-advisory financial markets analysis and education services over and above the Non-Advisory Market Education Subscription Services the separately at Aquila’s then current rates.

11.       Confidentiality

11.1       Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms.  A Party’s Confidential Information shall not be deemed to include information that:

(a)         is or becomes publicly known other than through any act or omission of the receiving Party;

(b)         was in the other party’s lawful possession before the disclosure;

(c)         is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)         is independently developed by the receiving Party, which independent development can be shown by written evidence.

11.2        Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.

11.3       Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.

11.4       A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other Regulatory Authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

11.5       The above provisions of this clause 11 shall survive termination of these Terms, however arising.

12.       Limitation of liability

12.1        Except as expressly and specifically provided in these Terms:

(a)        Aquila shall have no liability for any damage caused by errors or omissions in any information, instructions, scripts or Your Data provided to Aquila by You in connection with the Non-Advisory Market Education Subscription Services, or any actions taken by Aquila at your direction; and
(b)        all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

12.2       Nothing in these Terms excludes the liability of Aquila for fraud or fraudulent misrepresentation.

12.3       Subject to clause 12.1 and clause 12.2:

(a)        Aquila shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, or expenses however arising under these Terms; and
(b)        Aquila’s 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 these Terms shall be limited to the total Subscription Fees paid during the 6 months immediately preceding the date on which the claim arose.

13.       Non-Solicitation

During the Subscription Term and for 12 months after the date on which these Terms is terminated or expires, You shall not directly or indirectly, solicit, endeavour to entice away, employ or offer to employ any director, officer or employee of Aquila, whether or not that person would commit any breach of his or her contract of service in leaving his or her employment.

14.        Term and Termination of these Terms

14.1       These Terms shall commence on the Effective Date and, subject to termination in accordance with this Clause 14, shall continue for the Subscription Term.

14.2       You may terminate these Terms for convenience, at any time, by email notice provided always that in the event such termination is exercised within a Subscription Term month, You shall, upon such termination, be liable to pay all sums which represent the Subscription Fees which would be payable from the date of such termination to the expiry of the that Subscription Term month

14.3   Without affecting any other right or remedy available to it, Aquila may terminate these Terms with immediate effect by giving written notice to You via the Platform if You fail to pay any amount due under these Terms or for any other reason.

14.4   On termination of these Terms for any reason:

14.4.1 all licences granted under these Terms shall immediately terminate and You shall immediately cease all use of the Non-Advisory Market Education Subscription Services;

14.4.2 each Party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other Party;

14.4.3 Aquila may destroy or otherwise dispose of any of Your Data in its possession unless Aquila receives, no later than ten days after the effective date of the termination of these Terms, a written request for the then most recent back-up of Your Data. Aquila shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all Subscription Fees outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Aquila in returning or disposing of Your Data; and

14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

15        Force majeure

Aquila shall have no liability to You under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, pandemic, strikes, lock-outs or other industrial disputes (whether involving the workforce of Aquila or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.

16        Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

17        Variation

No variation of these Terms shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

18        Waiver

No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19        Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20        Severance

20.1  If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

20.2  If any provision or part-provision of these Terms is deemed deleted under clause 21.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21       Entire Agreement

21.1 These Terms constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each Party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

21.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

22       Assignment

22.1     You shall not, without the prior written consent of Aquila, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

22.2     Aquila may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

23        No partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24       Third party rights

These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25       Notices

Any notice required to be given under these Terms shall be by email and in the case of notice by Aquila via the Platform.

26      Dispute Resolution

26.1  If at any time any question, dispute or difference arises between the Parties as to any matter or thing of whatever nature arising under or in connection with these Terms (a “Dispute”), then either Party may give to the other notice in writing about such Dispute (a “Dispute Notice”), and upon receipt of such notice authorised representatives of both Parties shall meet as soon as possible and use their reasonable endeavours to resolve such Dispute in good faith.

26.2  If the Dispute has not been resolved by negotiation within 60 days of delivery of the Dispute Notice, the Parties shall consider using commercial mediation or mediation before resorting to litigation.  If either Party does not wish to use, or continue to use, mediation or if mediation does not resolve the Dispute, either Party may proceed to litigation.

27    Governing law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28    Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).