Thank you for opting to subscribe to MyBusinessWorks.
The
provision of MyBusinessWorks, and the products and services
contained therein, is governed solely by this Subscriber Terms and
Conditions, which is an agreement made between you ("Customer" or
"You") and Business Centric Services Group Limited ("BCSG") and
sets out our commitments to You and your commitments to us.
Barclays Bank PLC ("Barclays") is acting solely as an introducer of
BCSG and not as its partner, representative or agent. As such, the
Application and your receipt of BSCG Services shall be governed by
an agreement between you and BSCG, not by an agreement between you
and Barclays. Accordingly, Barclays accepts no liability relating
to your use of either the BSCG Services or the Application, save in
relation to any: (i) fraud or fraudulent misrepresentation made by
Barclays; (ii) death or personal injury caused by the negligence of
the Barclays Group and/or its employees, subcontractors and/or
agents; or (iii) any other liability that cannot be excluded at
law. Barclays Group means Barclays (as defined), its parent company
and any companies Barclays or its parent company totally or partly
own at any time. If you are unsatisfied in any way with
MyBusinessWorks, you should contact BCSG on 0845 60 80 280 or
e-mail support@mybusinessworks.co.uk.
These terms and conditions are important. Please read them
carefully and in their entirety. You must read, accept and
thereafter adhere to these terms in order to use the Services.
These terms and conditions may be updated from time to time. The
latest version of the terms can be accessed at www.clearlybusinessprovisioning.com/terms
and any change to these terms will be notified to You via email a
minimum of 30 days before any changes come into force. These terms
and conditions should be read in conjunction with our Privacy
Policy which is available at www.mybusinessworks.co.uk/privacy.
Note: The Products which form part of the Services (with the
exception of the MyBusinessWorks Helpline, the MyBusinessWorks
Dashboard and Legal Manager) are supplied by Third Party Product
Providers. As such, additional terms and conditions govern Your use
of each Product and it is a requirement of Your subscription to the
Services that You read and accept all additional terms and
conditions of each Third Party Product Provider listed below and of
Legal Manager prior to using the Services and/or relevant Product.
These additional terms and conditions are set out at:
www.mybusinessworks.co.uk/partner_terms
Should such
additional terms and conditions not be acceptable to You, You must
not use the Services and must notify us within 14 Business Days of
entering into this Agreement. In such event, Supplier will issue a
full refund to Customer for any amounts already paid under this
Agreement.
"Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Products and the Services, as applicable, as further described in Clause 2;
"Business Day" means a day in which banks are open for business in the City of London and which is not a Saturday, Sunday or a Public Holiday in England;
"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such, or identified as Confidential Information in Clause 9 including: (i) for the Customer: Customer Data; and (ii) for the Supplier: the results of any performance tests of the Services;
"Customer Data"means the data submitted (via www.mybusinessworks.co.uk or any other website notified to the Customer by the Supplier from time to time) by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services;
"Customer" or "You" means the customer of Barclays Bank plc, who has provided their details on the Order Form for the provision of Services under this Agreement;
"Effective Date" means the date on which the Order Form is received by Supplier;
"Intellectual Property Rights" means any and all patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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;
"Non-Start-Up Customers" means all Customers who are not Start-Up Customers;
"Normal Business Hours" means 9.00 am to 5.30 pm GMT, each Business Day;
"Order Form" means the Order Form signed by Customer used to subscribe to the Services;
"Products" means the online software applications provided by the Supplier or the Third Party Product Provider, as applicable, as part of the Services (collectively MyBusinessWorks Dashboard, Customer's choice of FreeAgent, QuickBooks Online Essentials or Sage One Accounts, LegalManager, LivePlan, MindLeaders ,MozyPro and Moonfruit or as replaced from time to time with materially similar software or services) and references to an individual "Product" shall be construed accordingly;
"Services"means the subscription services, incorporating the Products, provided by the Supplier or a Third Party Product Provider, as applicable, to the Customer under this Agreement via www.mybusinessworks.co.uk or any other website notified to the Customer by the Supplier from time to time;
"Start-Up Customer" means a Customer who open its first Barclays Business Current Account no more than three months prior to the signature of an Order Form;
"Subscription Fees" means the subscription fees payable by the Customer to the Supplier in respect of the User Subscriptions, as set out in the Order Form;
"Subscription Term" has the meaning given in Clause 12.1;
"Supplier" or "us" means Business Centric Services Group Limited, a company registered in England and Wales (Company Number 06564282) and having its registered offices at 130 Old Street, London, EC1V 9BD and "our" shall be construed accordingly;
"Third Party Product Provider" means the relevant third party supplier of each Product, specifically:
along with any additional third party suppliers who may be added by BCSG from time to time. Additionally, within the Legal Manager Product provided by the Supplier, the document preparation service shall be provided by Epoq Legal Limited and the document review service (which is subject to an additional charge) shall be provided by FirstAssist Services Limited;
"User Subscriptions" means the user subscriptions purchased by the Customer pursuant to Clause 2 which entitle Authorised Users to access and use the Services and/or the Products, as appropriate, in accordance with this Agreement; and
"Virus" means 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, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with this Agreement, the restrictions set out in this Clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer may:
2.2.1 register additional Authorised Users, for the 'LivePlan' and 'Mozy Pro' Products subject to an additional charge by calling the MyBusinessWorks helpline; and
2.2.2 register additional Authorised Users, for the 'FreeAgent' Product without additional charge directly from within the 'FreeAgent' Product; and
2.2.3 register up to three (3) additional Authorised Users and an accountant, for the 'QuickBooks Online Essentials' Product without additional charge directly from within the 'QuickBooks Online Essentials' Product.
2.3 In relation to the Authorised Users, the Customer undertakes that:
2.3.1 subject to Clause 2.2, the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
2.3.2 it will not allow or suffer any User Subscription to be used by more than one (1) individual Authorised User unless it has been reassigned in its entirety to such another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
2.3.3 each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep their password confidential;
2.3.4 it shall permit the Supplier to audit the Customer's use of the Services to ensure that the Customer has not exceeded the restrictions and limitations imposed by this Agreement. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.3.5 if any of the audits referred to in Clause 2.3.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual (unless such individual later becomes an Authorised User).
2.4 The Customer shall use reasonable endeavours to procure that Authorised Users do not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity;
2.4.3 promotes unlawful violence;
2.4.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.4.5 causes damage or injury to any person or property, and the Supplier reserves the right, without liability to the Customer, to immediately disable the Customer's access to any material that breaches the provisions of this Clause 2.
2.5 The Customer shall not:
2.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to:
2.5.2 access all or any part of the Services in order to build a product or service which competes with the Services;
2.5.3 use the Services to provide services to third parties; or
2.5.4 subject to Clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products and/or Services available to any third party except the Authorised Users, or
2.5.5 attempt to obtain, or assist third parties (except for Authorised Users) in obtaining, access to the Products and/or Services, other than as provided under this Clause 2;
2.6 The Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Services via the User Subscriptions and, in the event it becomes aware of any such unauthorised access or use, promptly notify the Supplier upon becoming aware of such unauthorised access or use of the Services.
2.7 The Customer acknowledges and accepts that it may not be able to access the Services if its terminals or other hardware do not meet the minimum system requirements listed on www.mybusinessworks.co.uk/system_requirements.
2.8 The rights provided under this Clause 2 are granted to the Customer (and associated Authorised Users) only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 Subject to Clause 3.2 and Clause 3.3, the Customer may, from time to time during the Subscription Term, purchase additional User Subscriptions and the Supplier shall grant access to the Services (and associated Products) to such additional Authorised Users in accordance with the provisions of this Agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier by contacting the MyBusinessWorks helpline. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld).
3.3 If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions.
4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at www.mybusinessworks.co.uk/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its reasonable discretion.
4.3 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
4.3.1 the Customer acknowledges and agrees that the personal data may, where necessary, be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located, in order to carry out the Services and the Supplier's other obligations under this Agreement;
4.3.2 the Customer acknowledges and agrees that Customer Data (including personal data) will be transferred to Barclays Bank plc by the Supplier in connection with the Customer's Subscription to the Services for operational purposes including administering Customer Training (where appropriate) and the Barclays "Offer", analysing sales performance,and sales quality, and retaining a view of which Products Customers are or have been previously subscribed to;
4.3.3 the Customer shall ensure that it is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf;
4.3.4 the Customer shall ensure that any relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
4.3.5 the Supplier shall not pass any customer information, including Customer Data, to third parties (excluding Third Party Product Providers and third parties necessary for provision of the Services) without the Customer's prior express consent;
4.3.6 the Supplier shall process the personal data only in accordance with the terms of this Agreement and its privacy policy available at www.mybusinessworks.co.uk/privacy and any lawful instructions reasonably given by the Customer from time to time; and
4.3.7 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.1 The Customer acknowledges that the Services may enable or assist the Customer to access the website content of, correspond with, and purchase products and services from, Third Party Product Providers. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant Third Party Product Provider, and not the Supplier.
5.2 Use of the Services is subject to the Customer reading and accepting the terms and conditions of the Products from the Third Party Product Providers. The Supplier shall use commercially reasonable endeavours to procure that such Third Party Product Providers terms and conditions shall be on substantially similar commercial terms to this Agreement and shall not be unduly onerous to the Customer. If such terms are not acceptable to the Customer, the Customer should not use the Services and contact the Supplier within fourteen (14) Business Days of the Effective Date and a refund will be given for payments already made by the Customer under this Agreement.
5.3 The Customer acknowledges to the Supplier and agrees that the Products which comprise the Services are supplied by Third Party Product Providers. As such, the Customer expressly acknowledges to the Supplier and agrees that the Supplier shall have no liability to the Customer for any losses (whether direct or indirect) incurred in connection with this Agreement, except pursuant to Clause 11 to this Agreement.
5.4 In the case of conflict or ambiguity between the terms of this Agreement and any terms and conditions for use of a Product entered into between the Customer and a Third Party Product Provider, the terms of this Agreement shall take precedence to the extent of any such conflict or inconsistency. In the event of a conflict between this Agreement and Sage's Terms of Service this Agreement will prevail where the conflict relates to billing. In all other respects the Sage Terms of Service will take precedence as regards Sage One Accounts.
6.1 The Supplier warrants to the Customer that:
6.1.1 the Services will be performed with reasonable skill and care; and
6.1.2 the Services (and Products) shall comply with the [Sale of Goods Act 1979], the Supply of Goods and Services Act 1982, and any other non-excludable implied statutory warranties.
6.2 The warranties at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier, any Third Party Product Provider or any other party acting on the instructions of the Supplier. Notwithstanding the foregoing, the Supplier:
6.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, or the information obtained by the Customer through the Services will meet the Customer's requirements; and
6.2.2 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
6.4 The warranties in this Clause 6 shall not apply, and the Supplier shall not be under any obligation to provide the Services, in the event that the Customer does not perform its responsibilities under this Agreement in a timely and efficient manner, and such lack of performance directly impacts upon such related Supplier warranty and / or obligation.
7.1 The Customer shall:
7.1.1 pay the relevant User Subscriptions;
7.1.2 provide the Supplier with such information as may be reasonably required by the Supplier in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
7.1.3 comply with all applicable laws and regulations with respect to its activities under this Agreement;
7.1.4 use reasonable endeavours to procure that the Authorised Users use the Products and/or Services (as applicable) in accordance with the terms and conditions of this Agreement and the Customer shall be responsible for any Authorised User's breach of this Agreement;
7.1.5 notify the supplier promptly of any changes to Customer's details (including without limitation personal, contact and banking details) to allow the Supplier, amongst other things, to comply with applicable laws and ensure that any relevant payments under this Agreement have been made;
7.1.6 accept and adhere to each Third Party Product Provider's terms and conditions for each Product (including those applicable to any additional products that Customer orders at any time); and
7.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
8.1 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Each party shall hold the other's Confidential Information in confidence and (unless and to the extent any disclosure is required by law, by any court of competent jurisdiction or by any regulatory or administrative body) not make the other's Confidential Information available to any third party other than a Third Party Product Provider where necessary for delivery of the Services, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 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 this Agreement.
9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 This Clause 9 shall survive termination of this Agreement, however arising.
10.1 The Supplier shall, subject to Clause 10.2, defend the Customer, its officers, directors and employees (including all Authorised Users) against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment, compromise or settlement of such claims, provided that:
10.1.1 the Supplier is given prompt notice of any such claim;
10.1.2 the Customer provides reasonable co-operation to the Supplier in the defence, compromise and/or settlement of such claim, at the Supplier's expense; and
10.1.3 the Supplier is given sole authority to defend, compromise or settle the claim.
10.2 In the defence, compromise or settlement of any third party claim (pursuant to clause 10.1), the Supplier shall first use all reasonable endeavours to procure the right for the Customer to continue using the Services (including by way of replacing or modifying the Services so that they become non-infringing) or, if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days' notice to the Customer and refund any monies paid by the Customer to the Supplier under this Agreement for Services not yet provided to the Customer.
10.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
10.3.1 a modification of the product and/or Services (as applicable) by anyone other than the Supplier (including Third Party Product Providers); or
10.3.2 the Customer's use of the Products and/or Services in a manner contrary to the instructions given to the Customer by the Supplier and/or any Third Party Product Provider via the Products, Services, this Agreement or any Third Party Product Provider terms and conditions.
11.1 This Clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
11.1.1 any breach of this Agreement;
11.1.2 any use made by the Customer of the Products and/or Services or any part of them; and
11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
11.2 To the extent permitted by law, the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any Third Party Product Provider.
11.3 Subject to clauses 6.1 and 11.4 and except where expressly and specifically provided otherwise in this Agreement:
11.3.1 the Customer assumes sole responsibility for results obtained from the use of the Products and/or Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Products and/or Services, or any actions taken by the Supplier at the Customer's direction; and
11.3.2 all warranties, representations, conditions and all other terms of any kind whatsoever (save those referred to in clause 6.1) are, to the fullest extent permitted by applicable law, excluded from this Agreement.
11.4 Nothing in this Agreement excludes the liability of the Supplier:
11.4.1 for death or personal injury caused by the Supplier's negligence; or
11.4.2 for fraud or fraudulent misrepresentation.
11.5 Subject to Clause 11.3 and Clause 11.4:
11.5.1 neither party shall be liable to the other 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, charges or expenses however arising under this Agreement; and
11.5.2 the Supplier'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 this Agreement shall be limited to the total amounts payable under this Agreement.
12.1 This Agreement shall commence on the Effective Date and shall continue on a monthly basis until terminated by either party pursuant to Clause 12.2.1 the ("Subscription Term").
12.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
12.2.1 that party provides the other party with at least 30 days prior written notice of termination;
12.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
12.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
12.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets;
12.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
12.2.6 the other party ceases, or threatens to cease, to trade; or
12.2.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
12.3 On termination of this Agreement for any reason:
12.3.1 all licences granted under this Agreement shall immediately terminate;
12.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
12.3.3 either party may destroy or otherwise dispose of any of the other party's Confidential Information in its possession unless, in the case of the Supplier, it receives, no later than ten (10) days after the date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. In such case, the Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
12.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13.1 Payment is due monthly in advance for the amount shown on the Order Form and will be taken by Supplier via direct debit from Customer.
13.2 Customer acknowledges that the amount payable will depend on the choice of Products it selects on the Order Form. The payment due may increase if any additional Products are ordered at a later date and Customer warrants that it will pay all additional amounts properly due in respect of such additional Products.
13.3 Supplier reserves the right to increase the Subscription Fees on thirty (30) days' prior notice to Customer.
13.4 Supplier will issue VAT receipts to Customer in respect of each payment no more than ten (10) Business Days following the completion of the period for which the payment was subject.
The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (provided such does not involve the workforce of the Supplier or any other party over which the Supplier has no control), 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, breakdown of plant or machinery, fire, flood, or storm, provided that the Customer is notified of such an event and its expected duration as soon as reasonably practicable.
15.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
16.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
18.2 The Supplier 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 this Agreement.
Nothing in this Agreement 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).
Save where expressly provided otherwise (and, in particular, in respect of Authorised Users), this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 Except where expressly stated in this Agreement, any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, by email in accordance with Clause 21.3 or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or in the event that another address has been notified by a party hereunder in accordance with and making specific reference to this Agreement, then to that other address.
21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
21.3 A notice delivered by email shall only be valid where a read receipt has been sent and has been accepted by the receiving party and such email shall be deemed to have been received by:
21.3.1 the Customer, to the email address notified to the Supplier on the Order Form, or as otherwise notified in accordance with this Clause 21; or
21.3.2 the Supplier, to support@mybusinessworks.co.uk on the Business Day when the read receipt is acknowledged, provided that such receipt is acknowledged before 4:00pm, failing which that email shall be deemed to have been received at 9.00am on the next Business Day.
22.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of: (i) England, if the Customer is based in England or Wales; or (ii) Scotland (if the Customer lives in Scotland); or (iii) Northern Ireland (if the Customer lives in Northern Ireland).
22.2 The parties irrevocably agree that the courts of:
22.2.1 England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in England or Wales; or
22.2.2 Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in Scotland.
22.2.3 Northern Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in Northern Ireland.
If you subscribe to MyBusinessWorks within three months of opening your Barclays Business Current Account and you;
(i) pay the MyBusinessWorks subscription fees for a minimum of 9 consecutive months during the Initial free banking period; and
(ii) are still a paying subscriber to MyBusinessWorks in the final month that your Initial free banking period expires,
then Barclays will extend your Initial free banking period by a further six (6) months giving you the benefit of a total of eighteen (18) months of free standard banking transactions.
Barclays’ standard transaction charges are indicated at www.barclays.co.uk/businesstariffs.