Kagool Velocity Software download terms and conditions 1. Introduction 1.1 These terms and conditions shall govern the sale and supply of downloadable software programs through ours or our partners’ website(s), and the use of those software programs. 1.2 You will be asked to give your express agreement to these terms and conditions before you place an order on our website. 1.3 This document does not affect any statutory rights you may have as a consumer. 2. Interpretation 2.1 In these terms and conditions: (a) "we" means Kagool Ltd. (and "us and "our" should be construed accordingly); (b) "you" means our customer or prospective customer under these terms and conditions (and "your" should be construed accordingly); (c) "software programs" means those software programs that are available for purchase on our website or via our partners; and (d) "your software programs" means any such software programs that you have purchased through our website (including any enhanced or upgraded version of the software programs that we may make available to you from time to time) or via our partners. 3. Order process 3.1 The advertising of software programs on our website constitutes an "invitation to treat" rather than a contractual offer. 3.2 No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3 or any other means of solution procurement. 3.3 To enter into a contract through ours, or our partner’s websites, to purchase downloadable software programs from us, the following steps may have to be taken: you must add the software program/s or solution you wish to purchase to your shopping cart, and then proceed to the checkout; if you are a new customer, you may be required to create an account with us and log in; if you are an existing customer, you must enter your login details; once you are logged in, you must consent to the terms of this document; you will be transferred to our payment service provider's website, and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email the particulars of your order and how best to implement the solution. 3.4 Alternatively purchase, and implementation of the solution, can be arranged directly with Kagool as a stand alone entity, with commercial documentation supplied and provided to you independently, afterwhich agreements can be made outside of a traditional purchase environment. 4. Prices 4.1 Our prices are POA. 4.2 We reserve the right to change our prices at any time, or under certain circumstances, but this will not affect contracts that have previously come into force. 4.3 All amounts stated in these terms and conditions or on our website are stated exclusive of VAT, unless otherwise specified. 5. Payments 5.1 If purchased via a partner, or payment platform, you must, during the checkout process, pay the prices of the software programs you order. 5.2 Under the circumstances that the solution is purchased direct from Kagool, or be made by any other unspecified means, the conventional purchase routes must apply. On delivery of a statement of work (SOW), we must be presented with a valid PO, and payments then made, henceforth, in line with the processes outlined in the SOW (specifically section(s) 7 and 9 unless otherwise stated). 6. Licensing of software 6.1 We will supply your software programs to you in the format or formats specified, and by such means and within such periods as are specified as part of a SOW or prior agreement. 6.2 Subject to your payment of the applicable price and compliance with these terms and conditions, we grant to you a non-transferable licence to make any use of your software programs permitted by Section 6.3, providing that you must not in any circumstances make any use of your software programs that is prohibited by Section 6.4. 6.3 The "permitted uses" of your software programs are: (a) downloading a copy of each of your software programs; (b) installing a copy of each of your software programs on desktop, laptop or notebook computers; (c) creating a copy of each of your software programs; and (d) using your software programs only in accordance with the documentation agreed upon. 6.4 The "prohibited uses" of your software programs are: (a) the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any software program (or part thereof) in any format; (b) the editing, modification, adaptation or alteration of any software program (or part thereof), and the creation of any derivative work incorporating any software program (or part thereof); (c) the use of any software program (or part thereof) in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; (d) the use of any software program (or part thereof) to compete with us, whether directly or indirectly; (e) any commercial use of any software program (or part thereof) not agreed upon; (f) the reverse engineering, decompilation or disassembly of any software program (or part thereof); and (g) the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any software program for the purpose of preventing unauthorised use, providing that nothing in this Section 6.4 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law. 6.5 You warrant to us that you have access to the necessary computer systems, media systems, software and network connections to receive and enjoy the benefit of your software programs and/or ssolution. 6.6 All intellectual property rights and other rights in the software programs not expressly granted by these terms and conditions are hereby reserved. 6.7 You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any software program. 6.8 The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights. 6.9 If you breach any provision of these terms and conditions, then the licence set out in this Section 6 will be automatically terminated upon such breach. 6.10 You may terminate the licence set out in this Section 6 by removing and deleting all copies of the relevant software programs in your possession or control. 6.11 Upon the termination of a licence under this Section 6, you must, if you have not previously done so, promptly and irrevocably delete from your computer systems and other electronic devices all copies of the relevant software programs in your possession or control, and permanently destroy any other copies of the relevant software programs in your possession or control. 7. Additional users 7.1 If you are a business, then your employees may use the software in accordance with Section 6, provided that you must ensure that any person using the download/s, software or solution, in accordance with this Section 7.1 is made aware of and complies with the requirements of Section 6. 8. Free trial 8.1 From time to time we may make available software programs on a free trial basis, and this Section 8 shall apply to such software programs. 8.2 Your rights to use of free trial software or solutions shall be restricted in such manner and/or to such period as we may specify when you download the software programs, and we may apply technological protection measures to the software programs to enforce these restrictions. 8.3 We may restrict your licence to use any free trial software program at any time, by giving you written notice of the restriction or activating the restriction in the relevant software program. 8.4 We may terminate your licence to use any free trial software program at any time, by giving you written notice of termination or deactivating the relevant software program. 9. Distance contracts: cancellation right 9.1 This Section 9 applies if and only if you offer to contract with us, or contract with us, as a consumer - that is, as an individual acting wholly or mainly outside your trade, business, craft or profession. 9.2 You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period: (a) beginning upon the submission of your offer; and (b) up to 10 days before implementation is due to commence in which time thereafter the contract is entered into, subject to Section 9.3. You do not have to give any reason for your withdrawal or cancellation. 9.3 You agree that we may begin the provision of software programs before the expiry of the period referred to in Section 9.2, and you acknowledge that, if we do begin the provision of software programs before the end of that period, you will lose the right to cancel referred to in Section 9.2. 9.4 In order to withdraw an offer to contract or cancel a contract on the basis described in this Section 9, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision. In the case of cancellation, you may inform us using the cancellation form that we will make available to you. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired. 9.5 If you cancel an order on the basis described in this Section 9, you will receive a full refund of the amount you paid to us in respect of the order. 9.6 We will refund money using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund, unless work on any solution implementation has started before the date of notice cancellation 9.7 We will process the refund due to you as a result of a cancellation on the basis described in this Section 9 without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation. 10. Warranties and representations 10.1 You warrant and represent to us that: (a) you are legally capable of entering into binding contracts; (b) you have full authority, power and capacity to agree to these terms and conditions; and (c) all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading. 10.2 We warrant to you that your software or solution will be supplied to you with reasonable care and skill. OR 10.2 We warrant to you that: (a) your software and/or solution programs will be of satisfactory quality and perform as described; (b) your software and/or solution will be reasonably fit for any purpose that you make known to us before a contract under these terms and conditions is made; (c) your software and/or solution will match any description of it given by us to you; and (d) we have the right to supply your software and/or solution programs to you. 10.3 All of our warranties and representations relating to software programs are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 11.1, all other warranties and representations are expressly excluded. 11. Limitations and exclusions of liability 11.1 Nothing in these terms and conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law, and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law. 11.2 The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions: (a) are subject to Section 11.1; and (b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions. 11.3 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 11.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. 11.5 We will not be liable to you in respect of any loss or corruption of any data, database or software, providing that if you contract with us under these terms and conditions as a consumer, this Section 11.5 shall not apply. 11.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Section 11.6 shall not apply. 11.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees). 12. Variation 12.1 We may revise these terms and conditions from time to time by publishing a new version on our website and or supplying to you directly. 12.2 A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision. 13. Assignment 13.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions. 13.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions. 14. No waivers 14.1 No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach. 14.2 No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract. 15. Severability 15.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. 15.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. 16. Third party rights 16.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party. 16.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party. 17. Entire agreement 17.1 Subject to Section 11.1, these terms and conditions in addition to any agreed upon statements of work shall constitute the entire agreement between you and us in relation to the sale and purchase of our downloaded software and/or solutions and the use of these, and shall supersede all previous agreements between you and us in relation to the sale and purchase of our downloads and the use of those downloads. 18. Law and jurisdiction 18.1 These terms and conditions shall be governed by and construed in accordance with English law. 18.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England (non-exclusive if client is outside England and Wales). 19. Statutory and regulatory disclosures 19.1 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference. 19.2 These terms and conditions are available in the English language only. 19.3 Our VAT number is 841 2084 54 19.4 [N/A] 19.5 [N/A] 20. Our details 20.1 This website is owned and operated by Kagool Ltd. 20.2 We are registered in England and Wales under registration number 5092653, and our registered office is at Kagool Lts. Fort Dunlop, Fort Parkway, B24 9FE 20.3 Our principal place of business is at Kagool Ltd., Floor 4, Friars House, Manor House Drive, Coventry. CV1 2TE 20.4 You can contact us: (a) by post at Kagool Ltd., Floor 4, Friars House, Manor House Drive, Coventry. CV1 2TE (b) [N/A] (c) by telephone on 0333 939 9949 (d) by email at info@kagool.com   Software download terms and conditions: drafting notes This download terms and conditions template was created for use in relation to software that can be purchased and downloaded online. We have included in the terms and conditions provisions relating to consumer rights, so that they can be used both for software supplied to consumers and for software supplied to businesses. The consumer law provisions - covering such matters as distance selling laws and unfair terms - can however be excised from the document with relative ease. The document includes a copyright licence setting out the basis of use, and is unsuitable for use in relation to downloadable software that will be licensed on an open source basis, or under some other standardised licence terms. Section 1: Introduction Section 1.3 Optional element. Will this document apply to any contracts with consumers (B2C transactions)? Section 2: Interpretation Section 2.1 ● What is the name of the person or entity contracting to supply the downloads? Section 3: Order process Section 3.1 Optional element. Section 3.2 Optional element. ● Are there any alternative order procedures? ● Identify the alternative order procedure (or the place where the alternative order procedure is described). Section 3.3 Regulation 9(1)(a) of the Electronic Commerce (EC Directive) Regulations 2002: "Unless parties who are not consumers have agreed otherwise, where a contract is to be concluded by electronic means a service provider shall, prior to an order being placed by the recipient of a service, provide to that recipient in a clear, comprehensible and unambiguous manner the information set out in (a) to (d) below ... (a) the different technical steps to follow to conclude the contract". One such step should be the provision of an acknowledgement of receipt of the order "without undue delay and by electronic means" (Regulation 11(1)(a)). This requirement does not however apply "where parties who are not consumers have agreed otherwise". ● What steps must be in order for a contract for the sale and purchase of downloads through the website to come into force? Section 3.4 Optional element. This is intended to meet the requirements of Regulation 9(1)(c) of the Electronic Commerce (EC Directive) Regulations 2002, which states: "Unless parties who are not consumers have agreed otherwise, where a contract is to be concluded by electronic means a service provider shall, prior to an order being placed by the recipient of a service, provide to that recipient in a clear, comprehensible and unambiguous manner the information set out in (a) to (d) below ... (c) the technical means for identifying and correcting input errors prior to the placing of the order." See also Regulation 11(1)(b): "Unless parties who are not consumers have agreed otherwise, where the recipient of the service places his order through technological means, a service provider shall ... make available to the recipient of the service appropriate, effective and accessible technical means allowing him to identify and correct input errors prior to the placing of the order". ● Can you describe the error identification and correction process? ● Describe process. Section 4: Prices Section 4.3 Optional element. Is the website operator registered for VAT? Under the Price Marking Order 2004, VAT-inclusive selling prices must be shown to consumers. VAT-exclusive prices can be, and usually are, shown to business customers. ● Will fees be stated inclusive or exclusive of VAT? Section 5: Payments Section 5.2 ● What payment methods may be used? Section 6: Licensing of software Section 6.2 ● What sort of licence is being granted? Section 6.3 ● How many computers may hold copies of each download? ● How many back-up copies of each download will a customer be permitted to create? ● How will the use of the downloads be circumscribed? Section 6.4 ● Do you wish to prohibit any commercial use of a download? Section 6.5 Optional element. Section 6.7 Optional element. Section 6.8 Optional element. Section 6.9 Optional element. Section 6.10 Optional element. Section 6.11 Optional element. Section 7: Additional users Section 7.1 ● Which of the following best describes the possibility of additional persons using the downloads: (a) no other persons will be permitted to use the downloads; (b) if the customer is a business, its employees will be permitted to use the downloads, but no other persons will be so permitted; or (c) if the customer is a private individual, other persons sharing the same residence will be permitted to use the software, but no other persons will be so permitted? Section 9: Distance contracts: cancellation right Will the trader contract with any consumers (defined as individuals "acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession")? The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply special rules to distance contracts between traders and consumers (i.e. B2C) for the supply of digital content entered into via a website, as well as certain other contracts (not discussed here). The Regulations, effective on 13 June 2014, replace the Consumer Protection (Distance Selling) Regulations 2000. See: http://www.legislation.gov.uk/uksi/2013/3134/contents/made Unfortunately, the rules are too complex to describe in detail here, and you should read the Regulations or at least a more detailed summary of them. A handful of the key points have been set out below. First, traders must make certain pre-contract disclosures. The information traders need to disclose is set out in Schedule 2 to the Regulations, and includes information about the cancellation rights under the Regulations. Some of the information may be contained in terms and conditions or other standard documents, whilst some will usually be customer-specific. Second, certain of the Schedule 2 information (mostly concerned with the characteristics of the goods and services, pricing, payments and contract duration - see Regulation 14(2)) must be provided directly before the order is placed. This could be on a page of a checkout process where the consumer is asked to check the details of the order before paying. Third, when placing an order the consumer should explicitly acknowledge the obligation to pay. If the order is made by pressing a button, the button text should be "Order with obligation to pay" or something equivalent. Fourth, the trader must send to the consumer confirmation of the contract on a "durable medium". Typically, this will be a confirmation email. The confirmation should repeat any Schedule 2 information that was not previously given on a durable medium. Fifth, the trader should make available to consumers a partially filled-in copy of the model cancellation form set out in Schedule 3(B). The trader may also wish to make available a filled-in copy of the model instructions for cancellation set out in Schedule 3(A) - but one of the purposes of the distance selling provisions in this document is to replace those model instructions. If you use both, ensure they are consistent. Sixth, the trader should have in place appropriate procedures to comply with cancellation requests. In summary, contracts to purchase digital content may be cancelled at any time within the period of 14 days following the coming into force of the contract (subject to the early provision rules, described below). Seventh, in the case of contracts for digital content which will or may be provided before the end of the cancellation period (surely that is almost all of them), and on the assumption that such contracts should not be cancellable, the consumer should be required to give "express consent" to supply before the end of the cancellation period, and must "acknowledge" that the right to cancel will be lost. In addition, the trader must include in its confirmation (mentioned as the fourth point above) "confirmation of the consent and acknowledgement". There are lots of exceptions and special rules that are not covered in this note, so do read the Regulations or some more detailed guidance. See, for instance, the Distance Selling Hub on the Trading Standards website: http://dshub.tradingstandards.gov.uk/ Section 9.3 The consumer should be asked to give "express consent" to the provision of digital content before the end of the cancellation period, and must acknowledge the consequent loss of the cancellation right (eg by ticking a checkbox, during checkout, next to a statement clearly specifying the consent and acknowledgement). In addition, the trader must, in its confirmation of the contract, include a confirmation of this consent and acknowledgement. See Regulations 16 and 36. Section 9.4 The trader must make available to the consumer a Schedule 3(B) cancellation form. In the Regulations, "something is made available to a consumer only if the consumer can reasonably be expected to know how to access it" (Regulation 8). If the trader gives the consumer the option of cancelling by means of a web form and the consumer uses that web form to cancel, the trader must acknowledge the cancellation "on a durable medium without delay". See Regulation 31. Section 10: Warranties and representations Section 10.2 These warranties reflect the position under Chapter 3 of the Consumer Rights Act 2015 ("CRA"). In relation to consumer contracts regulated by the CRA, the warranties cannot be excluded. Special remedies for breach of the warranties are set out in the CRA. Section 11: Limitations and exclusions of liability Contractual limitations and exclusions of liability are regulated and controlled by law, and the courts may rule that particular limitations and exclusions of liability in contracts are unenforceable. Exclusions and limitations of liability in UK B2B contracts are primarily regulated by the Unfair Contract Terms Act 1977 ("UCTA"), while those in UK B2C contracts are primarily regulated by the Consumer Rights Act 2015 ("CRA"). Contracts regulated by UCTA cannot exclude or restrict a party's liability for death or personal injury resulting from negligence (Section 2(1), UCTA). Except insofar as the relevant term satisfies the requirements of reasonableness, such contracts cannot exclude or restrict liability: (i) for negligence (which includes a breach of an express or implied contractual obligation to take reasonable care or exercise reasonable skill) (Section 2(2), UCTA); or (ii) for misrepresentation (Section 3, Misrepresentation Act 1967). In addition, if a contract is regulated by UCTA, and one of the parties is dealing on the other's written standard terms of business, then except insofar as the relevant contractual term satisfies the requirements of reasonableness the other party cannot: (i) exclude or restrict his liability in respect of a breach of contract; or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him; or (iii) claim to be entitled, in respect of the whole or any part of his contractual obligation, to render no contractual performance at all (see Section 3, UCTA). UCTA includes various other restrictions, particularly in the case of contracts for the sale of goods and contracts under which possession or ownership of goods passes. Consumer contracts regulated by the CRA cannot exclude or restrict liability for death or personal injury resulting from negligence (Section 65(1), CRA). Further, any "unfair term" in such a contract will not be binding on the consumer (Section 62(1), CRA). A contractual term is unfair "if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations arising under the contract to the detriment of the consumer" (Section 62(3), CRA). Sections 47 and 57 of the CRA prevent a trader using exclusion clauses to abridge the rights of a consumer in relation to digital content and services respectively. Section 47 of the CRA provides that a term of a contract to supply digital content is not binding on the consumer if it excludes or restricts the trader's liability under the provisions of the CRA relating to: (a) digital content being of satisfactory quality; (b) digital content being fit for a particular purpose; (c) digital content being as described; (d) pre-contract information; or (e) the trader's right to supply the digital content. Section 57 of the CRA provides (inter alia) that a term in a services contract will not bind consumers if it excludes any liability of the trader to provide the services with reasonable care and skill. A "grey list" of provisions that may be regarded as unfair is set out in Part 1 of Schedule 2 to the CRA. Some of these have implications for the drafting of limitations and exclusions of liability. For example, they include: "[a] term which has the object or effect of excluding or limiting the trader's liability in the event of the death of or personal injury to the consumer resulting from an act or omission of the trader." "Where a term of a consumer contract, or a consumer notice, purports to exclude or restrict a trader's liability for negligence, a person is not to be taken to have voluntarily accepted any risk merely because the person agreed to or knew about the term or notice" (Section 65(2), CRA). The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in its standard terms and conditions, but will also sometimes intervene where a term has been individually negotiated. The courts may be more likely to rule that provisions excluding liability, as opposed to those merely limiting liability, are unenforceable. If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts, that provision should usually be drafted as an independent term, and be numbered separately from the other provisions. These guidance notes provide a very incomplete and basic overview of a complex subject. Accordingly, you should take legal advice if you may wish to rely upon a limitation or exclusion of liability. Section 11.1 Do not delete this provision (except upon legal advice). Without this provision, the specific limitations and exclusions of liability in the document are more likely to be unenforceable. Section 11.4 Optional element. Section 11.5 Optional element. ● Should this exclusion of liability apply only to non-consumers? Section 11.6 Optional element. "Consequential loss" has a special meaning in English law: it means any loss that, whilst not arising naturally from the breach, was specifically in the contemplation of the parties when the contract was made. ● Should this exclusion of liability apply only to non-consumers? Section 11.7 Optional element. If the website operator is a limited liability entity (eg a limited company), do you want to expressly exclude liability on the part of officers and employees? Section 11.8 Optional element. Do you want to include a liability cap in this document? Liability caps may be unenforceable in practice. ● Do you want to include a liability cap in this document? ● What monetary amount should be used in the liability cap? ● What floating amount should be used in the liability cap? Section 13: Assignment Section 13.1 Part 1 of Schedule 2 to the Consumer Rights Act 2015 contains an indicative and non-exhaustive list of terms which may be regarded as unfair. Included in this list are terms having "the object or effect of allowing the trader to transfer the trader's rights and obligations under the contract, where this may reduce the guarantees for the consumer, without the consumer's agreement". ● Do you want to explicitly state that consumers will not lose any "guarantees" as a result of an assignment? Section 16: Third party rights Optional element. This provision is designed to exclude any rights a third party may have under the Contracts (Rights of Third Parties) Act 1999. Section 17: Entire agreement Section 17.1 ● Do any other documents affect the contract (e.g. a separate licence document)? ● Which other documents? Section 18: Law and jurisdiction The questions of which law governs a document and where disputes relating to the document may be litigated are two distinct questions. Section 18.1 This document has been drafted to comply with English law, and the governing law provision should not be changed without obtaining expert advice from a lawyer qualified in the appropriate jurisdiction. In some circumstances the courts will apply provisions of their local law, such as local competition law or consumer protection law, irrespective of a choice of law clause. ● Which law should govern the document? Section 18.2 In some circumstances your jurisdiction clause may be overridden by the courts. ● Should the jurisdiction granted be exclusive or non-exclusive? Choose "non-exclusive" jurisdiction if you may want to enforce the terms and conditions against users outside England and Wales. Otherwise, choose "exclusive jurisdiction". ● The courts of which country or jurisdiction should adjudicate disputes under the document? Section 19: Statutory and regulatory disclosures Optional element. This provision includes certain disclosures that may aid compliance with certain statutes and regulations, including the Electronic Commerce (EC Directive) Regulations 2002. Section 19.1 Optional element. Section 19.2 Optional element. This is intended to meet the requirements of Regulation 9(1)(d) of the Electronic Commerce (EC Directive) Regulations 2002. ● What language or languages will the document be available in? Section 19.3 Optional element. Is the website operator registered for VAT? ● What is the website operator's VAT number? Section 19.4 Optional element. Article 14(1) of Regulation (EU) No 524/2013 provides: "Traders established within the Union engaging in online sales or service contracts, and online marketplaces established within the Union, shall provide on their websites an electronic link to the ODR platform. That link shall be easily accessible for consumers. Traders established within the Union engaging in online sales or service contracts shall also state their e-mail addresses."Also note Article 14(2), which provides: "Traders established within the Union engaging in online sales or service contracts, which are committed or obliged to use one or more ADR entities to resolve disputes with consumers, shall inform consumers about the existence of the ODR platform and the possibility of using the ODR platform for resolving their disputes. They shall provide an electronic link to the ODR platform on their websites and, if the offer is made by e-mail, in that e-mail. The information shall also be provided, where applicable, in the general terms and conditions applicable to online sales and service contracts."Some of the same ground is covered in the equivalent UK rules, which are contained in Regulations 19 and 19A of the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015 (as amended by The Alternative Dispute Resolution for Consumer Disputes (Amendment) Regulations 2015).Regulation 19A(1) provides: "Where under an enactment, rules of a trade association, or term of a contract, an online trader is obliged to use an alternative dispute resolution procedure provided by anADR entity or EU listed body, the trader must - (a) provide a link to the ODR platform in any offer made to a consumer by email; and (b) inform consumers of - (i) the existence of the ODR platform; and (ii) the possibility of using the ODR platform for resolving disputes.Regulation 19A(2) provides: "The information in (1)(b) must also be included in the general terms and conditions of online sales contracts and online service contracts of the trader, where such general terms and conditions exist."Regulation 19A(3) provides: "An online trader must on its website - (i) provide a link to the ODR platform; and (ii) state the online trader's email address."Regulation 19A(4) provides: "An online marketplace must provide a link to the ODR platform on its website." ● Include this text if "under an enactment, rules of a trade association, or term of a contract, [the] online trader is obliged to use an alternative dispute resolution procedure provided by an ADR entity or EU listed body". Section 19.5 Optional element. Regulations 19(1) of the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015 (as amended by The Alternative Dispute Resolution for Consumer Disputes (Amendment) Regulations 2015) provides: "Where, under an enactment, rules of a trade association, or term of a contract, a trader is obliged to use an alternative dispute resolution procedure provided by an ADR entity or EU listed body the trader must provide the name and website address of the ADR entity or EU listed body - (a) on the trader's website, if the trader has a website; and (b) in the general terms and conditions of sales contracts or service contracts of the trader, where such general terms and conditions exist." Section 20: Our details Optional element. UK companies must provide their corporate names, their registration numbers, their place of registration and their registered office address on their websites (although not necessarily in this document). Sole traders and partnerships that carry on a business in the UK under a "business name" (i.e. a name which is not the name of the trader/names of the partners or certain other specified classes of name) must also make certain website disclosures: (i) in the case of a sole trader, the individual's name; (ii) in the case of a partnership, the name of each member of the partnership; and (iii) in either case, in relation to each person named, an address in the UK at which service of any document relating in any way to the business will be effective. All websites covered by the Electronic Commerce (EC Directive) Regulations 2002 must provide a geographic address (not a PO Box number) and an email address. All website operators covered by the Provision of Services Regulations 2009 must also provide a telephone number. Section 20.1 ● What is the name of the company, partnership, individual or other legal person or entity that owns and operates the website? Section 20.2 Optional element. Is the relevant person a company? ● In what jurisdiction is the company registered? ● What is the company's registration number or equivalent? ● Where is the company's registered address? Section 20.3 Optional element. ● Where is the relevant person's head office or principal place of business? Section 20.4 Optional element. ● By what means may the relevant person be contacted? ● Where is the relevant person's postal address published? ● Either specify a telephone number or give details of where the relevant number may be found. ● Either specify an email address or give details of where the relevant email address may be found.