Parties

1. MORTGAGE WALLET LIMITED incorporated and registered in England and Wales with company number 12779839 whose registered office is at 367 Chester Road, Little Sutton, Ellesmere Port, United Kingdom, CH66 3RQ (Supplier);
2. The person or firm who purchases goods and services from the Supplier (Customer).

BACKGROUND

1. The Supplier has developed a software application and a platform which it makes available to subscribers and End-Users via the internet and mobile device applications, for the purposes of facilitating communication between End-Users as property buyers and the Customer as a mortgage broker in respect of the sale and purchase and re-mortgage process of real properties (Application). The Supplier is the entire legal and beneficial owner and licensor of the Application.
2. The Customer wishes to purchase and to use the Application and the related services supplied by the Supplier.
3. The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's services subject to the following terms and conditions.

Agreed terms

1. Interpretation
   The definitions and rules of interpretation in this clause apply in these terms and conditions.
1. Definitions:
   
   Acceptable Use Policy: the acceptable use policy set out in Schedule 1 or such other website address as may be notified to the Customer from time to time.
   
   Application: a software application and platform developed by the Supplier which is made available to subscribers and End-Users via the internet and mobile device applications, for the purposes of facilitating communication between End-Users as property buyers and the Customer as a mortgage broker in respect of the sale and purchase and re-mortgage process of real properties.
   
   Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Application, the Software and the Services, as further described in clause 2.
   
   Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   
   Confidential Information: has the meaning given in clause 12 (Confidentiality).
   
   Customer Account: the Customer's account with the Supplier in respect of the Services.
   
   Effective Date: the date when the Customer purchases the Application and its related products and services.
   
   End-User: any person to whom the Customer permits access to use any Application.
   
   End-User Account: the account held and maintained with the Customer by any End-User as a prerequisite to accessing and using the relevant Application on the Platform.
   
   Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
   
   Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.
   
   Platform: the Supplier's infrastructure and cloud computing platform and runtime environment.
   
   Purpose: the facilitation of communication between End-Users as property buyers and the Customer as a mortgage broker in respect of the sale and purchase and re-mortgage process of real properties.
   
   Security Event: all or any of:
   1. any unauthorised third party access to the Application; or
   2. any use of the Service by the Customer, any Authorised User or any End-User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Application, the Platform, the Services or use of the Services by any other customer of the Supplier or any of that customer's users; or
   3. any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) the Customer, any Authorised User, or any End-User.
   
   Services: the subscription services provided by the Supplier to the Customer under these terms and conditions via www.mortgagewallet.co.uk or any other website notified to the Customer by the Supplier from time to time, including:
   1. the provision of the Platform, the Software;
   2. the hosting of any Applications on the Platform; and
   3. such other services as the Supplier may decide, at its discretion, to integrate into the Platform from time to time.
   
   Software: the online software applications and tools provided by the Supplier from time to time as part of the Services, including any updates the Supplier may make to such applications and tools from time to time.
   
   Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out at the Supplier’s website.
   
   User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 3.3 and clause 10 which entitle Authorised Users to access and use the Application, the Software and the Services in accordance with these terms and conditions.
   
   Virus: anything 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.
   
   Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
   
   
2. Clause, schedule and paragraph headings shall not affect the interpretation of these terms and conditions.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms and conditions.
8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms and conditions under that statute or statutory provision.
9. A reference to writing or written excludes faxes but not email.
10. References to clauses and schedules are to the clauses and schedules of these terms and conditions; references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.
11. If there is an inconsistency between any of the provisions of these terms and conditions and the terms and conditions located at any URL, the provisions of these terms and conditions shall prevail. If there is an inconsistency between any of the provisions in the main body of these terms and conditions and the terms and conditions set out in any schedule to these terms and conditions, the provisions in the main body of these terms and conditions shall prevail.
12. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. License
1. In consideration of the Subscription Fee paid by the Customer to the Supplier as set out at the Supplier’s website, the Supplier grants to the Customer a non-exclusive licence, from the Effective Date for a subscription on a rolling monthly basis subject to the provisions of clause 15, to use the Application and the Software for the Purpose set out in these terms and conditions.
2. The Customer may not use the Software other than for the Purpose as specified in these terms and conditions.
3. The Customer shall not:
   1. attempt to copy, adapt, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application or the Software (as applicable) in any form or media or by any means;
   2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application or the Software;
   3. access all or any part of the Application in order to build a product or service which competes with the Application, the Software or the Services;
   4. subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application available to any third party except the Authorised Users;
   5. attempt to obtain, or assist third parties in obtaining, access to the Application, other than as provided under this 3; or
   6. introduce, or permit the introduction of, any Virus or Vulnerability into the Platform or the Services.
4. The Customer may not use any such information provided by the Supplier or obtained by the Customer to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
5. The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence.
6. The Supplier and Customer confirms it is acting on its own behalf and not for the benefit of any other person.
3. User subscriptions
1. Subject to the Customer purchasing the User Subscriptions in accordance with this clause 3 and with clause 10.1 and the other terms and conditions of these terms and conditions, the Supplier hereby grants to the Customer the licence set out in clause 2.1, without the right to sub-license, to permit the Customer and/or its Authorised Users to use the Application, the Software and the Services as have been integrated into those Applications in accordance with these terms and conditions.
2. In relation to the Authorised Users, the Customer undertakes that:
   1. the maximum number of Authorised Users that it authorises to access and use the Application shall not exceed the number of User Subscriptions it has purchased from time to time;
   2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Application;
   3. each Authorised User shall keep a secure password for their use of the Application, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep this password confidential;
   4. it shall disable any Authorised User's access to the Application promptly upon termination or suspension of such Authorised User's employment or services contract with the Customer;
   5. it shall keep and maintain a complete, accurate and up-to-date written record of a list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
   6. it shall permit the Supplier or the Supplier's designated auditor to audit the Application in order to establish the name and password of each Authorised User and the Supplier's data processing facilities to audit compliance with these terms and conditions;
   7. if any of the audits referred to in clause 3.2(f) 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; and
   8. if any of the audits referred to in clause 3.2(f) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
3. The Customer shall comply with the Acceptable Use Policy in relation to the Application.
4. Whenever the Supplier reasonably suspects that there has been a breach of the Acceptable Use Policy, the Customer shall permit the Supplier to audit the Application to ensure compliance with the Acceptable Use Policy by the Customer and the End-Users. Such right to audit shall be exercised at the Supplier's expense, with reasonable prior notice and in such a manner as not to substantially interfere with the Customer's normal conduct of business. For clarity, the Customer acknowledges that the Supplier is not obliged to carry out any such audit.
5. Notwithstanding any other provision in these terms and conditions, if there is a Security Event, the Supplier may, without liability or prejudice to its other rights and without prior notice to the Customer or any End-User, disable the Customer Account, any End-User Account and the relevant Application until the relevant Security Event has been resolved. The Supplier shall give the Customer written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify the Supplier.
7. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
8. If the Customer is in breach of clause 3 and/or clause 4, the Supplier may (but shall not be obliged to):
   1. disable the Customer's or the relevant End-User's access to the relevant Application or any material that breaches the Acceptable Use Policy; and
   2. disable the Customer Account and the relevant End-User Account,
   for so long as the relevant breach remains unremedied for more than 5 Business Days, without liability or prejudice to its other rights and without prior notice to the Customer or the relevant End-User.
4. Additional user subscriptions
1. If the Customer wishes to purchase additional User Subscriptions, the Customer shall order these from the Supplier’s website and pay the relevant Subscription Fees in accordance with these terms and conditions.
5. Services
1. The Supplier shall, during the subscription month provide access to the Application and Platform and make available the Application and Platform to the Customer and End-Users on and subject to these terms and conditions.
2. Notwithstanding any other provision in these terms and conditions, the Customer acknowledges and agrees that it is responsible for technical support of all Applications.
3. From time to time the Supplier may:
   1. modify the Application or the Software by issuing updates; and
   2. make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Customer's acceptance of further terms and conditions,
   and shall give the Customer prompt written notice of material modifications to the Application, the Software or the Services and any such new features, functionality, applications or tools. For clarity, any modification to the Subscription Fees shall be addressed in accordance with clause 10.5
6. Data protection
   The Supplier will process the Customer’s personal data in accordance with its privacy policy Privacy Policy – Mortgage Wallet.
7. Third party providers
   The Customer acknowledges that the Services may enable or assist it or any of the End-Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does, and the End-Users do, so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer or any End-User (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer or the relevant End-User (as the case may be) and the relevant third party, and not the Supplier. The Supplier recommends that the Customer and End-Users refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
8. Supplier's obligations
1. The Supplier undertakes that the Services will be performed substantially in accordance with these terms and conditions and with reasonable skill and care.
   
   The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Application, the Software or the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. The Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free and free from Vulnerabilities.
2. These terms and conditions shall not prevent the Supplier from entering into similar contract with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms and conditions.
3. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary, including but not limited to authority from the Financial Conduct Authority for the performance of its obligations under these terms and conditions.
9. Customer's obligations
1. The Customer shall:
   1. provide the Supplier with:
      1. all necessary co-operation in relation to these terms and conditions; and
      2. all necessary access to such information as may be required by the Supplier,
      in order to provide the Application and Software;
   2. without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under these terms and conditions;
   3. be solely responsible for procuring, maintaining and securing 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 or any End-User's network connections or telecommunications links or caused by the internet;
   4. as between the parties, be responsible for responding to all third party requests concerning the use of the Application by the Customer or any End-User.
2. The Customer warrants that it has and will maintain all necessary licences, consents, and permissions necessary, including but not limited to authority from the Financial Conduct Authority for the performance of its obligations under these terms and conditions.
10. Charges and payment
1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10.
2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete payment card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
   1. its payment card details to the Supplier, the Customer hereby authorises the Supplier to bill such payment card on the Effective Date and at monthly intervals thereafter for the Subscription Fees payable in respect of each subscription month; or
   2. its approved purchase order information to the Supplier, the Supplier shall invoice the Customer on the Effective Date and at monthly intervals thereafter for the Subscription Fees payable in respect of each subscription month and the Customer shall pay each invoice within 14 days after the date of such invoice.
3. If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
   1. the Supplier may, without liability to the Customer, disable the Customer Account and password and the Customer's access, and all End-User Accounts and passwords and End-Users' access, to all or part of the Application and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4. All amounts and fees stated or referred to in these terms and conditions:
   1. shall be payable in pounds sterling;
   2. are, subject to clause 14.4(b), non-cancellable and non-refundable;
   3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
5. The Supplier reserves the right to increase the Subscription Fees and the fees payable in respect of the User Subscriptions in line with the percentage increase in the Retail Prices Index.
11. Proprietary rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Application, the Software and the Services (whether integrated into an Application or not). Except as expressly stated in these terms and conditions, these terms and conditions does not grant the Customer any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Application or the Software.
2. Subject to clause 11.1, the Customer shall retain ownership of the Customer information, data and documents uploaded or inputted into the Application from the Customer’s use of the Application. The Supplier reserves the right to use and process the Customer information, data and documents on the condition that they are in accordance with its privacy policy Privacy Policy – Mortgage Wallet, aggregated, anonymised and employed for research and reporting purposes only, with no commercial resale to third parties.
12. Confidentiality
1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after receipt of these terms and conditions in connection with the Application or the Software, including but not limited to:
   1. the existence and terms of these terms and conditions or any agreement entered into in connection with these terms and conditions;
   2. any information that would be regarded as confidential by a reasonable business person relating to:
      1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
      2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
   Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
2. The provisions of this clause shall not apply to any Confidential information that:
   1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
   2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
   3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
   4. the parties agree in writing is not confidential or may be disclosed/
3. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
   1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these terms and conditions; or
   2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.
4. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
   1. it informs such Representatives of the confidential nature of the Confidential Information and the confidentiality obligations before disclosure; and
   2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
6. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these terms and conditions are granted to the other party, or to be implied from these terms and conditions.
8. 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 (and also, in the case of the Customer only, by the End-Users) in breach of the terms of these terms and conditions.
9. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10. The above provisions of this clause 12 shall survive termination of these terms and conditions, however arising.
11. No party shall make, or permit any person to make, any public announcement concerning these terms and conditions without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
13. Indemnity
1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees), whether direct or indirectly, whether arising in contract, tort (including negligence) or otherwise howsoever arising out of or in connection with Customer's or any End-User's use of the Application, the Software and the Services.
2. The Supplier shall defend the Customer against any claim that the use of any of the Application, the Platform, the Software and the Services in accordance with these terms and conditions 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 or settlement of such claims.
3. The obligations of the Customer and the Supplier under clause 13.1 and clause 13.2 respectively are conditional on:
   1. the indemnifying party being given prompt notice of any relevant claim;
   2. the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and
   3. the indemnifying party being given sole authority to defend or settle such claim.
4. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms and conditions on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
5. In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
   1. a modification of the Application or the Software by anyone other than the Supplier;
   2. the use of the Application or the Software by the Customer or any End-User in combination with any other software other than the Supplier’s; or
   3. the use of the Application or the Software by the Customer or any End-User in a manner contrary to the instructions given to the Customer by the Supplier.
14. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. This clause 14 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, its Authorised Users or any End-User:
   1. arising under or in connection with these terms and conditions;
   2. in respect of any use made by the Customer, its Authorised Users or any End-User of the Application or the Software or any part of them; and
   3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.
2. Except as expressly and specifically provided in these terms and conditions:
   1. the Customer assumes sole responsibility for results obtained from the use of the Application or the Software by the Customer or any End-User, 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 or any End-User in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions;
3. Nothing in these terms and conditions excludes the liability of the Supplier:
   1. for death or personal injury caused by the Supplier's negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to clause 14.2 and clause 14.3:
   1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions; and
   2. the Supplier's total aggregate liability in contract including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall in no circumstances exceed a sum equal to the Subscription Fees paid by the Customer during the year leading up to the event in respect of which the liability occurred.
15. Term and termination
1. These terms and conditions shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue on a rolling monthly basis unless:
   1. either party gives the other party at least 30 days’ notice in writing, such notice to expire at the end of a subscription month, in which case the contract under these terms and conditions shall terminate upon the expiry of the applicable subscription month; or
   2. otherwise terminated in accordance with the provisions of these terms and conditions.
2. Without affecting any other right or remedy available to it, either party may terminate the contract under these terms and conditions with immediate effect by giving written notice to the other party if:
   1. the other party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
   2. the other party commits a material breach of any other term of these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified to do so;
   3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
   4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
   6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
   8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
   9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
   11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) (inclusive);
   12. he other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
   13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these terms and conditions is in jeopardy.
3. On termination of these terms and conditions for any reason:
   1. all licences granted under these terms and conditions shall immediately terminate;
   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;
   3. without limiting the effect of clause 15.3(b), the Supplier may require the Customer immediately to return all copies of the records, data or documentation generated by the Application or the Software, the Supplier's Confidential Information and any other materials or to delete the same from the Customer's computer and communications systems and devices used by the Customer. The Customer may, at the Supplier's request, be required to confirm in writing that all such copies have been returned or so deleted;
   4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced;
   5. any provision of these terms and conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions, including 1 (Interpretation), clause 6 (data protection), clause 12 (Confidentiality), clause 13 (Indemnity), clause 14 (Limitation of liability) and clause 15 (Term and termination), shall remain in full force and effect; and
   6. any outstanding balance becomes immediately due and payable.
16. Force majeure
    Neither party shall be in breach of these terms and conditions or otherwise liable for any failure or delay in the performance of its obligations if such nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate these terms and conditions by giving 14 days’ written notice to the affected party.
17. Conflict
    If there is an inconsistency between any of the provisions in the main body of these terms and conditions and the Schedules, the provisions in the main body of these terms and conditions shall prevail.
18. Variation
    No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. Waiver
    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
    Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
21. Severance
    1. If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    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.
22. Entire agreement
    1. These terms and conditions constitutes the entire agreement between the parties.
    2. Each party acknowledges that in accepting these terms and conditions it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
23. Assignment
    1. The Customer shall not, without the prior written consent of the Supplier, sub-license, assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions. The Supplier may impose such terms and conditions as the Supplier thinks fit when granting consent to the Customer for this purpose.
    2. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms and conditions.
24. Third party rights
    These terms and conditions does not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25. Notices
    1. Any notice given to a party under or in connection with these terms and conditions shall be in writing and shall be:
       1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
       2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
          1. Supplier: contact@mortgagewallet.co.uk
          2. Customer: the email address supplied by the Customer.
    2. Any notice shall be deemed to have been received:
       1. if delivered by hand, at the time the notice is left at the proper address;
       2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
       3. if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26. Governing law
    These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
27. Jurisdiction
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).

1. Neither the Customer nor any End-User shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Application and Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   6. in a manner that is otherwise illegal or causes damage or injury to any person or property.