Cloud Terms and Conditions - Construction Manager

WHAT THESE TERMS ARE ABOUT

These terms apply when you take out a subscription to use one of our Cloud Services, and describe your and our rights and responsibilities in respect of your subscription (and any additional services that you order). These terms and the order form together comprise a legally binding agreement between us and you relating to your subscription and use of the Cloud Service.

Please note:

paragraph 7 about our contractual promises to you;
paragraph 9 about the limitations on our liability; and
paragraph 11 about our need for and use of certain information.

HOW YOU INDICATE YOU ACCEPT THESE TERMS AND WHEN YOUR SUBSCRIPTION STARTS

You indicate that you accept these terms and wish to subscribe to the Cloud Service by either:

signing a paper copy of the order form (or confirming your agreement to the order terms by email); or
(if we grant you access to the Cloud Service before you have confirmed your acceptance of the order terms) logging into the Cloud Service using the access credentials that we have issued to you.

Your subscription starts from the date on which we notify you that we have activated your subscription.

WHO THIS AGREEMENT IS BETWEEN

This agreement is between us, Eque2 Limited, and you, the customer named in the order form.

Eque2 Limited is a company registered in England and Wales with company number 8179642. Our registered office address is Eque2 Ltd, Third Floor, Arena Court, Crown Lane, Maidenhead, Berkshire, SL6 8QZ

You must ensure that the order form includes full and accurate details about your organisation. The subscription will be issued to the entity named in the order form and must only be used by that entity and entities which have the same ultimate owner.

YOUR SUBSCRIPTION
1. Your subscription entitles you and your users to use the Cloud Service identified in the order form for so long as you maintain your subscription and pay the subscription fees.
2. Your subscription commences on the date on which it is activated and runs for the initial contract period set out in the sales agreement (if no initial contract period is stated in the order form, the initial contract period will be one year). It will then renew on an annual basis, unless and until cancelled in accordance with paragraph 5.
3. You must only use the Cloud Service for your legitimate business purposes and with your own data or the demonstration data supplied.
4. You may also allow any entity which has the same ultimate owner as you to use the Cloud Service under your subscription. If you do, you will be responsible for any use made by that entity and must ensure that that entity complies with these terms.
5. Your subscription allows concurrent use of the Cloud Service by the number of users specified in the order form. You may register more users if required, but no more than the specified number of users may use the Cloud Service at the same time.
6. All users must be either employees or contractors of your organisation (or of an entity which has the same ultimate owner as you). You must not allow any person other than an authorised user to access the Cloud Service using your accounts.
7. You are responsible for any activities carried out by your users. You must ensure that they are properly trained in the use of the Cloud Service and that they use the Cloud Service in accordance with these terms and the applicable Acceptable Use Policy.
8. We make the Cloud Service available on a hosted basis for you and your users to access over the internet. You don’t need to download or install any software on your own systems or servers. However, to get the most of the Cloud Service you will need to access it using a compatible browser (as notified to you from time to time). Functionality may be unavailable or limited if you do not use a compatible browser.
9. The Cloud Service may provide the option to integrate with third party services. To benefit from third party service integration you will need to maintain a subscription to the relevant service, which may be subject to separate terms and conditions and pricing. We may be able to provide the third party service to you but your contract will always be directly between you and the third party provider (even if we collect the fees from you).
10. The security of the Cloud Service is extremely important to us. To help us keep it secure, it’s vital that you keep (and make sure that your users keep) all passwords and other access credentials secure. You are responsible for any activities carried out using your accounts (whether with or without your permission), and you must let us know immediately if you have reason to believe that the access credentials for any account may have been compromised or any unauthorised person has accessed the Cloud Service using your access credentials.
11. We may suspend access to the Cloud Service through any or all of your accounts without responsibility to you immediately and without notice if we reasonably believe that:
  1. not doing so may risk the security, integrity or operability of the Cloud Service or part of it, cause harm to another customer or other third party or give rise to a claim against us;
  2. you or any other person accessing the Cloud Service through any of your accounts have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy; or
  3. you have otherwise breached these terms.
12. If we do suspend access as described in paragraph 11 we will let you know the reason for the suspension and what steps you need to take so that the suspension can be lifted, and we will reinstate access once the issue has been resolved.
SUPPORT
1. Your subscription includes:
  1. remote assistance from our support team to set-up the Cloud Service at the start of your subscription;
  2. access to the video training tutorials; and
  3. dedicated telephone support.
2. Any support requests should be raised with our support team by your nominated technical contact using the contact details provided from time to time.
3. Support is available between 9am and 5pm UK time on Mondays to Fridays, excluding Christmas shut down (Christmas Day to New Year’s Day) and bank and public holidays.
4. When reporting issues you should supply all necessary documentation and assistance to demonstrate the issue and enable us to diagnose it.
5. We aim to deal with all support requests promptly, but please be aware that the amount of time it takes to resolve any issue will depend on various factors such as the severity and complexity of the issue.
6. On-site support is not included within your subscription. If requested we will provide on-site support on a reasonable efforts basis during our support hours at our then current daily rate.
7. You must inform us of the name of your technical contact within five days of the date of activation of your subscription and inform us of the name of any replacement technical contact within five days of the change.
ADDITIONAL SERVICES
1. We may from time to time agree to provide additional professional services which are not included within the scope of your subscription.
2. We will be responsible for the provision of the consultants who provide the additional services. In the event that any individuals become unavailable due to (for example) accident, illness, termination of employment or reallocation to another project, we will use our reasonable efforts to provide a suitable replacement.
3. Where additional services are to be provided at your premises:
  1. you must give us unrestricted access to your premises to the extent necessary to allow the additional services to be provided;
  2. you must notify us of any security and health and safety regulations which are applicable to the premises; and
  3. we will use our reasonable efforts to ensure that all of our consultants will comply with your reasonable security and health and safety regulations to the extent that they have been notified to us.
4. Timescales given for the performance of additional services are for indicative purposes only.
5. The additional services will be provided to substantially conform to any specification agreed. Where no specification is agreed we will draft the specification and send it to you for your review, and we agree to consider in good faith any reasonable revisions to the specification that you request.
6. Unless otherwise agreed, additional services are provided between 9am and 5pm local time on Mondays to Fridays, excluding Christmas shut down (Christmas Day to New Year’s Day) and bank and public holidays. The provision of services outside these hours is subject to agreement and will incur higher fees.
7. Once you have engaged us to provide additional services, those services can only be cancelled at our discretion. Cancellation may incur a charge to reimburse us for our lost profit (which we have not been able to mitigate by taking reasonable steps) and all other costs, charges and expenses incurred by us because of your cancellation.
8. If we need to cancel or postpone any additional services we will use our reasonable commercial efforts to give you at least seven days’ written notice of this. We will refund or credit you any fees paid in advance in respect of the cancelled services (but not for any fees in respect of services performed to date).
CHARGES AND PAYMENT
1. You agree to pay us the following fees:
  1. Set-Up Fee: a one-off fee payable on activation of your subscription;
  2. Subscription Fee: payable monthly in advance throughout the term of your subscription; and
  3. Additional Service Fee: a fee calculated on a time and materials basis (unless otherwise expressly agreed in writing) in respect of any additional services that we provide to you in respect of the Cloud Service, payable in arrears on a monthly basis and following completion of the additional services.
2. You also agree to reimburse us for any expenses that we incur in providing additional services to you, such as air, lodging, meals, rental car, miscellaneous transportation costs and miscellaneous out of pocket expenses. Expenses will be payable on a monthly basis and following completion of the additional services.
3. The set-up fee and current subscription fee is set out in the order form. Additional service fees are calculated on the basis of our rate card, a copy of which is available on request.
4. All fees and expenses are payable by direct debit without set-off or counterclaim and are expressed exclusive of VAT which is chargeable in additional at the prevailing rate. VAT is also payable on expenses where applicable.
5. We may revise our fees from time to time. Changes to our subscription fees will be notified to you and take effect from the next payment date. Changes to our rate card will apply to any additional services requested after the date on which the change takes effect.
6. We may suspend access to the Cloud Service or the provision of any additional services without liability if any amount is not paid by the due date and the suspension will remain in effect until all outstanding sums due to us from you have been paid. This does not affect your obligation to pay our fees during any period of suspension.
CANCELLATION
1. Either you or we may end your subscription with effect from the end of the initial contract period or any renewal term by giving the other at least 90 days’ written notice.
2. We also reserve the right to cancel your subscription at any time with immediate effect if:
  1. we, in our absolute discretion, believe that you have breached any of these terms or are about to do so;
  2. you enter into a compulsory or voluntary liquidation (other than for the purpose of effecting a solvent reconstruction or amalgamation) or are deemed unable to pay your debts as they fall due in accordance with section 123 of the Insolvency Act 1986 or apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986 or convene a meeting or enter into any composition with creditors or have an administrative receiver, receiver, manager or administrator appointed over all or some of your undertaking or assets or anything analogous to the events described above occurs in any jurisdiction; or
  3. you fail to pay any amount to us as it falls due.
3. When your subscription ends for any reason:
  1. except where expressly stated to the contrary in these terms, any fees already paid are non-refundable;
  2. any fees which are outstanding as at the date of termination will be payable immediately;
  3. your access to the Cloud Service will be withdrawn and you must not make any further attempt to access the Cloud Service or allow any of your users to attempt to do so;
  4. we will be entitled to delete any of your content from our servers;
  5. any rights which have accrued as at termination will not be affected or prejudiced; and
  6. any provision of these terms which is expressly stated to survive or implicitly surviving termination will remain in effect.
INTELLECTUAL PROPERTY RIGHTS
1. All rights, title and interest (including intellectual property rights) in the Cloud Service and the video training tutorials will (as between us and you) belong to us, and nothing in these terms operates to transfer any such rights to you. These rights are commercially valuable to us and you must not take any action which does or may potentially jeopardise or interfere with our rights.
2. You acknowledge that to the extent you acquire any rights in the Cloud Service or the video training tutorials you hereby assign such rights absolutely to us (by way of present assignment of future rights). Where applicable you will be entitled to use such parts of the Cloud Service and the video training tutorials in accordance with your subscription.
3. You must not use or copy (no matter how much is copied) the whole or any part of the Cloud Service’s graphical user interface, operating logic or underlying database structure for incorporation into or the development of any software or any other product or technology.
4. Except as expressly set out in these terms, nothing entitles you to use our name or any other product or brand names, logos, trade marks or other intellectual property rights belonging to us without our prior written consent.
5. We’re always pleased to hear from our customers with suggestions and ideas for how we can make the Cloud Service even better. We will consider all suggestions for incorporation in a future release of the Cloud Service. You acknowledge that this will not give you any ownership of any intellectual property rights in the Cloud Service or the video training tutorials but will be entitled to use the enhanced the Cloud Service in accordance with your subscription.
6. You will retain all rights in your own branding and any content that you (or any of your users) upload to the Cloud Service. You agree that we will have a non-exclusive royalty free licence to use your branding and content for the purposes of providing the Cloud Service and the support services (and, in the case of your branding, in publicity material).
WARRANTIES
1. Your subscription is covered by the following warranties:
  1. the functionality of the Cloud Service will substantively conform to that shown in the video training tutorials;
  2. we will use our reasonable efforts to ensure that the Cloud Service is available for the use of all your users during working hours (9am to 5pm UK time on any day other than a Saturday, Sunday or public holidays in England);
  3. if you report a material error to us, we will aim to remedy it as soon as reasonably and commercially practicable; and
  4. we will provide the support services and any additional services with reasonable skill and care.
2. The Cloud Service is designed to be configurable and controllable by you and therefore its function, operation and performance is entirely dependent on your data and commands inputted by you. We cannot warrant that the Cloud Service, as configured by you, will meet any specific performance criteria.
3. In the unlikely event that you are dissatisfied with any part of the Cloud Service (including the support services) or any additional services, you should write to us, titling your correspondence “Remedy Notice” and providing full details of the affected part of the service and the alleged failure. We agree to review all remedy notices promptly and, if we identify that we have failed to comply with any of the warranties set out in paragraph 1, we will either:
  1. re-perform the affected part of the service; or
  2. issue a partial refund of fees paid for the affected service in such amount as we consider reasonable and proportionate given the nature of the failure.
INDEMNITIES
1. In the unlikely event a third party makes a claim against you alleging the Cloud Service, the video training tutorials or receipt of the services infringes its intellectual property rights, we will defend or settle at our expense and in our absolute discretion any suit, proceeding or assertion of that third party against you provided that to obtain the benefit of this indemnity:
  1. you must immediately notify us in writing as soon as you become aware of the suit, proceeding or assertion;
  2. you must not make any admission or otherwise prejudice our defence or settlement of the claim;
  3. you must on request provide us with all reasonable assistance and information for the defence of the claim;
  4. you must allow us sole control of the conduct of the defence of the claim and all negotiations for settlement or compromise; and
  5. if we ask you to do so, you must immediately cease to use the Cloud Service until the claim has been resolved.
2. The indemnity set out in paragraph 1 will not apply where or to the extent that the claim arises as a result of or in connection with (a) you (or any of your users) using the Cloud Service, the video training tutorials or any of the services in a way other than permitted by these terms, in a manner you knew or suspected may give rise to a claim or in a negligent manner, (b) any content that you uploaded or asked us to include within the Cloud Service or the services or (c) any intellectual property rights subsisting outside the United Kingdom.
3. You agree to defend, indemnify on demand (and keep indemnified) and hold us harmless (together with our group companies, licensors, suppliers, officers, directors, employees and agents) from and against any and all damages, costs, expenses (including court costs and reasonable legal fees), demands, claims or proceedings worldwide, brought or threatened against us (or any of the other indemnified parties) arising out of your use of the Cloud Service in breach of these terms.
LIMITATION OF LIABILITY
1. We do not offer any warranties or remedies other than those described in these terms. Specifically:
  1. paragraph 3 sets your sole and exclusive remedies for any non-compliance in the provision of the services;
  2. paragraph 1 sets out your sole and exclusive remedies for any alleged infringement of a third party’s intellectual property rights; and
  3. all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by law.
2. Our aggregate liability to you in respect of any loss or damage, whether arising in contract (including, without limitation, under any indemnity or warranty), in tort (including negligence) or under any applicable legislation or otherwise howsoever in connection with your subscription or these terms will not exceed the greater of £25,000 and the aggregate subscription fees paid.
3. To the fullest extent permitted by law, in no event will we be liable to you for any:
  1. indirect, special or consequential loss or damage; or
  2. loss of profit, loss of revenue, loss of anticipated savings, loss of contract or opportunity or loss of goodwill, in each case whether arising in contract (including under any indemnity or warranty), in tort (including negligence) or under any applicable legislation or otherwise howsoever (even if we have been advised of the possibility of such damages).
4. Your subscription does not include back-up services and should not be used as a data storage or back-up facility. We cannot be held liable for loss or corruption of data or the cost of recovering such data, and you should therefore retain a copy of any data which you upload to the Cloud Service.
5. Neither you nor we will be responsible or liable to the other for a failure to comply with the requirements of these terms (other than a requirement to pay money) if such failure was due to a force majeure event, being an event outside of the reasonable control of the whichever of us is seeking to rely on this paragraph 5 such as war (whether declared or not), fire, explosion, storm (including lightning strike), flood, adverse weather conditions, malicious activity by a third party (including computer virus or denial of service attack or the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
6. Nothing in these terms excludes or limits either your or our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other matter liability for which may not be lawfully excluded or limited.
CONFIDENTIAL INFORMATION
1. You and we each agree not to at any time disclose to any third party any confidential information (being any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one of us and disclosed to or otherwise obtained by the other in connection with the subscription or the provision of any other services), nor use such information for any purpose other than to exercise the rights and perform the obligations under these terms, except as otherwise permitted by these terms or with the prior written consent of the other.
2. The provisions of this paragraph 10 do not apply to any confidential information that the recipient can demonstrate:
  1. is in the public domain in substantially the same combination as that in which it was disclosed to the recipient other than as a result of a breach of these terms or any other obligations of confidentiality;
  2. is or was lawfully received from a third party not under an obligation of confidentiality with respect to it;
  3. is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); or
  4. was developed independently of and without reference to confidential information disclosed by the other,
  provided always that, except where prohibited from doing so by law or court order, if you or we wish to rely on an exception contained in this paragraph 10.2 then whichever of us wishes to do so provide the other with at least ten (10) days’ written notice of its intention to do so, specifying details of the exception to be relied upon and the information concerned.
3. You and we are entitled to divulge the other’s confidential information to our respective employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with these terms, provided that the recipient must ensure that such persons are aware of, and must ensure that such persons comply with, these obligations as to confidentiality.
DATA PROTECTION
1. Each of you and us will, in the performance of our respective obligations under these terms, comply with the provisions of the UK General Data Protection Regulation or EU General Data Protection Regulation (as applicable) (GDPR), together with any other law applicable to the protection of personal data in effect from time to time (together, Data Protection Legislation), in each case to the extent it applies to each of us.
2. Where used in this paragraph 11, the expressions process, personal data, controller, processor and data subject have the meanings given in Data Protection Legislation.
3. For the purposes of Data Protection Legislation:
  1. where we process personal data on your behalf in relation to your subscription you will be the controller and we will be the processor of that personal data (Customer Personal Data); and
  2. where we process any personal data in our own capacity, meaning that it has been provided to us in circumstances where we are to determine the purposes and means of the processing (for example, where you give us details of your representatives to contact regarding your subscription), we will be the controller of that personal data.
4. We will process the Customer Personal Data only:
  1. for the purposes of providing the services to you and otherwise undertaking our obligations and exercising our rights under these terms;
  2. in accordance with these terms and your instructions (provided that such instructions are within the scope of our obligations under these terms) unless otherwise required by law or any regulatory body (in which case we will, where permitted, inform you of that legal requirement before processing); and
  3. during the term of your subscription (and following termination to the extent required to perform any post termination obligations).
5. The type of Customer Personal Data that we will process on your behalf will depend on how you use the Cloud Service and the nature of the data that you upload, but may include names, addresses, email addresses, telephone numbers, user IDs and passwords and will relate primarily to your employees and those of your sub-contractors, suppliers and customers.
6. We will ensure that any processing of Customer Personal Data is undertaken only by persons authorised to process the Customer Personal Data who are subject to a duty of confidence in respect of any such Customer Personal Data to which they may have access.
7. You must ensure that:
  1. you only provide, procure the provision of or allow us to access (as the case may be) personal data under or in connection with these terms where this is strictly necessary and where you are lawfully entitled to do so for the purposes envisaged by these terms;
  2. any personal data which you provide or make available to us (or which is provided or made available to us on your behalf) will have been lawfully obtained and retained by you (or your nominated third party); and
  3. any processing of the Customer Personal Data by us in accordance with these terms will not contravene any Data Protection Legislation or infringe the rights of the data subject or any third party,
  and you will indemnify, keep indemnified and hold us harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages that we suffer or incur or are awarded against us arising from or in connection with any breach by you of this paragraph 11.7 or otherwise as a result of us processing the Customer Personal Data in accordance with clause 11.4.
8. We will:
  1. not under any circumstances transfer or allow the transfer of the Customer Personal Data outside the United Kingdom or European Economic Area other than as permitted by Chapter 5 of the GDPR (or you otherwise authorise us in writing);
  2. implement such security measures as required to enable the Customer Personal Data to be processed in compliance with obligations imposed by article 32 of the GDPR;
  3. notify you without undue delay on becoming aware of a personal data breach and cooperate with you to resolve such issue; and
  4. at your expense, provide such assistance as you may reasonably require to assist you to comply with your obligations to keep the Customer Personal Data secure, allow you to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of Customer Personal Data and/or respond to requests made by data subjects pursuant to Data Protection Legislation.
9. You authorise us to appoint sub-processors from time to time provided that we must notify you of any intended changes concerning the addition or replacement of other sub-processors and impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this paragraph 11 as if the processing being carried out by the sub-processor was being carried out by us (and we will be liable for the acts and omissions of such sub-processors as if they were our own acts and omissions).
10. From time to time during the term of your subscription we will (upon your written request):
  1. provide details in writing of our data processing activities in respect of Customer Personal Data; and
  2. on reasonable notice allow you to audit our compliance with this paragraph 11 (subject to any reasonable requirements or restrictions that we may impose to safeguard the personal data we hold on behalf of other customers and/or avoid unreasonable disruption to our business).
11. On termination of your subscription we will return or delete all Customer Personal Data (and delete any copies, save to the extent retention is required by law or for record-keeping purposes).
12. For the avoidance of doubt, nothing in this paragraph 11 or otherwise in these terms relieves either you or us of our respective direct responsibilities and liabilities under Data Protection Legislation.
CHANGES AND MAINTENANCE
1. We’re constantly looking to improve the service so from time to time we will make changes, such as improving functionality and usability, adding new features, removing obsolete features, fixing errors, improving stability and addressing feedback received from customers. We will of course aim to minimise any disruption caused as a result of implementing such changes.
2. We may occasionally need to disable part or all of the Cloud Service for maintenance purposes. Where maintenance is likely to affect the Cloud Service’s functionality or accessibility we will aim to provide you with reasonable notice and, where possible, to perform it overnight or at weekend.
ASSIGNMENT
1. Your subscription is personal to you and you must not assign or otherwise transfer it without our written consent.
2. We may assign, transfer, subcontract or novate (as applicable) any of our rights or obligations under these terms in our absolute discretion, and you agree to promptly execute any documentation necessary or desirable to give effect to such transfer upon our reasonable request.
GENERAL
1. These terms, together with the order form, form the entire agreement between you and us with respect to your subscription and supersede all prior documentation, information and other communications (in each case whether spoken or written) between us with respect to such access and use.
2. Where these terms use the words include, includes, including and included (or similar), this means that they are giving an example of what may be included, but it is not necessarily an exclusive list.
3. Where these terms refer to a particular law, this means that law as it is in effect at the relevant time, so this includes any amendments or replacements of that law.
4. The failure to exercise or delay in exercising a right or remedy provided by these terms or by law does not constitute a waiver of the right or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these terms or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
5. If any provision of these terms is, or becomes, to any extent illegal, invalid or unenforceable, then we will amend that provision in a reasonable manner to the extent necessary to render it enforceable without losing its intent or, at our discretion, delete it. In either case such provision will not affect the legality, validity or enforceability of any other provision of these terms, which will continue in force and effect.
6. If these terms are translated into any other language than English then the English language version will prevail to the extent of any conflict.
7. We may refer to you as a user of the Cloud Service on our website and in our marketing collateral. We may also produce a joint press release regarding your use of the Cloud Service. You will have the right to request reasonable changes to such joint press release prior to its release.
8. You agree to from time to time discuss the operation and performance of the Cloud Service with this parties introduced by us who are interested in subscribing to the Cloud Service.
9. Except as provided in paragraph 3, no third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these terms.
10. During the term of your subscription and for six months after termination, neither you nor us will (without the prior written consent of the other) solicit for employment the other’s personnel who have been engaged in work relating to the performance by each of us of our rights and obligations in these terms, and neither will either of us procure or permit any other person to do so, provided always that this should not prevent either you or us seeking to recruit employees by the publication of general advertisements.
11. We may from time to time request information from you to enable us to fulfil our contractual obligations under these terms or any other agreement we may have with any of our licensors, sub-contractors or agents, and you agree to provide such information promptly following our request. We may disclose such information to our licensors, sub-contractors or agents in order to fulfil our contractual obligations to them, and may also use such information to contact you about other relevant products or services which we offer or to conduct customer research. Please contact us if you do not want us to use it in this way.
12. We may amend these terms from time to time by notice to you. The revised terms will take effect on such date as we nominate, provided that such date must not be less than 30 days from the date of the notice (save where the change is required by law to take place earlier). If you do not agree to a proposed change, you must notify us in writing before the date on which the change takes effect, in which case your subscription will end on the day preceding the day on which the change takes effect and the change will not apply to you.
13. These terms (including any associated non-contractual disputes or claims) are governed by English law and you and we each hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with these terms, save that we will be entitled to bring proceedings in any jurisdiction to enforce payment obligations and to protect our proprietary rights.