Terms of Service
Welcome to Line-Up. These Terms of Service set out the terms on which we provide an event organiser with access to our Services. Please read these Terms of Service carefully before using our Services as they form a legally binding contract between us and the Client which uses our Services.
1. Definitions and interpretation
1.1 The following definitions shall apply in these Terms of Service.
Applicable Law
means any of the following, to the extent that it applies to a party:
(a) any statute, regulation, by law, ordinance or subordinate legislation in force from time to time;
(b) any binding court order, judgement or decree; and
(c) any applicable industry code, guidelines, policy or standard.
Charges
means the fees and charges payable by the Client for access to and use of the Service(s), as set out in the Order Form
Client
means the entity named as the 'Client' on the Order Form or which otherwise commences use of the Services..
Client Data
means all data, information and reports entered into or created through use of the Services, other than any Line-Up Data and which may include personal data.
Client Responsibility
has the meaning given to it in clause 3.4.
Confidential Information
means, in relation to a party, information that:
(a) is by its nature confidential; and/or
(b) is designated by that party as confidential; or
(c) the other party knows or ought to know is confidential; and
(d) includes, but is not limited to, trade secrets, know-how, inventions, techniques, processes, software programs and other IT related information, documentation, schematics, procedures, contracts, customer bases, customer information, information regarding employees, policyholders or beneficiaries, financial information, budgets, sales, marketing, public relations, advertising and commerce plans, ideas, strategies, designs, projections, business plans, real estate plans, strategic expansion plans, products and product designs, sourcing information, potential product labelling and marking ideas, unpublished information relating to the Intellectual Property Rights of either party, and other non-public information relating to either party's business, but in all cases excluding personal data.
Dashboard
has the meaning given to it in clause 3.2(c).
Data Processing Addendum
means the document titled 'Line-Up Data Processing Addendum' which sets out the parties' respective rights and responsibilities with respect to processing personal data.
Disclosing Party
has the meaning given to it in clause 13.1(a).
Disputed Charge
has the meaning given to it in clause 8.8.
Due Date
has the meaning given to it in clause 8.3.
Effective Date
has the meaning given to it in clause 2.2.
Event Details
has the meaning given to it in clause 3.2(a).
Force Majeure Event
means an event outside a party's reasonable control, including without limitation: acts of God, flood, drought, earthquake or other natural disaster; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; pandemics or public health emergencies; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to obtain a necessary licence or consent.
Good Industry Practice
means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector providing the same or similar services in similar conditions.
Indemnified Party
has the meaning given to it in clause 7.1.
Indemnifier
has the meaning given to it in clause 7.1.
Initial Term
has the meaning given to it in clause 7.1.
means the initial period during which Line-Up shall provide the Services as detailed on the Order Form.
Insolvency Event
means any of the following:
(a) the party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 as they fall due;
(b) a resolution is passed for the administration of the party; or
(c) the presentation of a petition for winding up of the party, which petition is not dismissed within twenty eight (28) days;
(d) an order is made or a resolution is passed for winding up of the party, save for the purpose of a solvent reconstruction or amalgamation with the resulting entity assuming all the obligations of the entity that has been wound up;
(e) if a receiver, administrative receiver, administrator, examiner, liquidator, provisional liquidator or similar officer is appointed over all or any part of the assets or undertaking of the party and is not discharged with thirty (30) days of such appointment;
(f) the party enters into or proposes a "Voluntary Arrangement" as defined within Part 1 of the Insolvency Act 1986 or convenes a meeting of its creditors or makes a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement;
(g) the party goes into liquidation (voluntary or otherwise) other than a genuine solvent reconstruction or amalgamation;
(h) the party ceases, or threatens to cease, to carry on business or trade; or
(i) any third party enforces a security interest over all, or substantially all, of the assets of the party; or any event analogous to paragraphs (a) to (h) above which occurs in any other jurisdiction to which the party is subject.
Intellectual Property Rights
means all intellectual property rights including, but not limited to, patents, trade secrets, trade marks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, moral and artists' rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered and all rights or forms of protection of a similar nature in any country.
Item
has the meaning given to it in clause 3.2(b).
Line-Up
means Planvine Ltd (company number 07433966), whose registered office is Ashcombe Court, Woolsack Way, Godalming, Surrey, United Kingdom, GU7 1LQ (also referred to as "we", "us" and "our").
Line-Up Data
means any information or data which is owned by or licensed to Line-Up or is otherwise created by Line-Up otherwise than directly as a result of the provision of the Services.
Line-Up Connected Entities
has the meaning given to it in clause 6.3.
Order Form
means a mutually agreed form specifying the Charges for the Services and related details substantially in the form provided by Line-Up and which incorporates these Terms.
Payment Card
has the meaning given to it in clause 8.3.
Payment Service Provider
means a third party provider of payment services as Line-Up may nominate from time to time.
Pricing Plan(s)
means, as the context requires, the relevant commercial terms detailed on the Order Form.
Purchaser
any buyer of one or more Items from the Client through the Services.
Recipient
has the meaning given to it in clause 13.1(a).
Relevant Requirements
has the meaning given to it in clause 16.1(a).
Service(s)
means the service(s) to be provided by Line-Up to the Client in accordance with these Terms of Service and which are available on the website at https://line-up.tickets (or such other address as Line-Up may nominate from time to time).
Service Year
means each period of 12 months commencing on the Effective Date and each anniversary thereof.
Subscription Term
means the period during which Line-Up shall provide the Services.
Support Services
means the technical support services provided by Line-Up to the Client.
System
means the software-as-a-service platform and / or software development kits and all related software owned by or licensed to Line-Up and which is used in the provision of the Services.
1.2 Headings are included in these Terms of Service for ease of reference only and shall not affect the interpretation or construction of these Terms of Service.
1.3 The following rules of interpretation shall apply to these Terms of Service:
(a) a reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, ordinance, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof; and
(b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 In these Terms of Service, individually either entity may be called a "party" and together are called the "parties".
2. Contractual overview
2.1 These Terms of Service form a legally binding agreement between Line-Up and the Client under which the Client purchases Services and pays the Charges, and Line-Up provides the Services.
2.2 These Terms of Service will take effect, upon the parties executing an Order Form, on the date given as the “Start Date” on the signed Order Form (the "Effective Date").
2.3 These Terms create an exclusive relationship between Line-Up and the Client pursuant to which the Client agrees that during the Subscription Term (excluding during the provision of any Wind Down Service) it shall not appoint or use a supplier of the same or similar services to the Services provided hereunder.
3. Provision of Services
3.1 The Services consist of:
(a) provision of access to the System;
(b) the Support Services; and
(c) such other services and obligations to be performed by Line-Up as set out in these Terms of Service.
3.2 System Overview. The System shall enable the Client to:
(a) create and publish details for its events ("Event Details");
(b) sell tickets, products, vouchers, donations and / or merchandise (each an "Item"); and
(c) manage its Event Details and Items through an online portal (the "Dashboard").
3.3 Service Warranties. Line-Up warrants that:
(a) it shall provide the Client with access to the Services upon the Effective Date and for the duration of the Subscription Term so long as the agreement remains in force and has not been terminated in accordance with clause 10 below;
(b) it shall perform the Services using suitably qualified and experienced personnel; and
(c) it shall perform the Services in accordance with Good Industry Practice.
3.4 Data back-ups. The Client acknowledges that Line-Up does not provide a data back-up or archive service and Client is responsible for ensuring it has adequate and appropriate back-up mechanisms in place. In the event of loss or destruction to data due to Line-Up's fault (other than in respect of personal data), Line-Up's sole obligation, and Client's sole remedy, shall be for Line-Up at its cost to provide the most recent available dataset to replace the lost or destroyed data.
3.5 Client Responsibility. The Client shall be responsible for undertaking any integration between the System and the Client's own system required to ensure the Services work with the Client's environment (the "Client Responsibility").
3.6 Failure of Client Responsibility. Line-Up shall not be liable for the failure to perform the Services, including any failure to provide access to the System, or for any delay in performing, where such failure or delay is the result of the Client failing to perform the Client Responsibility.
3.7 User access. The Client shall be enabled through the Dashboard to grant access to the Services to its users. The Client shall be responsible for ensuring such users keep any user name and password confidential and comply with these Terms of Service in all relevant respects.
3.8 Exclusion of warranties. Other than as expressly set out in these Terms of Service, all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including but not limited to, any warranty regarding fitness for purpose, quality, merchantability or non-infringement) are, to the fullest extent permitted by Applicable Law, excluded.
3.9 Event Details and Items. The Client agrees that:
(a) it is responsible for ensuring all information in relation to the Event Details is accurate and up-to-date (including but not limited to date, time and venue);
(b) in respect of the sale of any Item, it shall have independent agreements with the relevant Purchaser; and
(c) Line-Up is not a ticketing agency.
The client further acknowledges and agrees that Line-Up is not party to the legal relationship between the Client and the Purchaser. The Client agrees that Line-Up has no responsibility or liability for the provision or non-provision of any Item or the cancellation of any event and is only the supplier of technology services. The parties acknowledge that the Client is wholly responsible for setting the price of each Item, including any discount or special pricing, through the Dashboard.
4. Client obligations
4.1 The Client shall ensure that:
(a) all of its Items which are made available through the System shall:
(i) comply with all Applicable Laws; and
(ii) not infringe any third party's Intellectual Property Rights;
(b) it communicates to each Purchaser any applicable terms and conditions and / or restrictions with respect to the Items;
(c) its terms and conditions with Purchasers provide that the Purchaser's data shall be shared with Line-Up for the purposes of delivering the Services; and
(d) it honours its Items provided to Purchasers through the Services in accordance with Client's terms and conditions applicable to such Items and all requirements under Applicable Law.
5. Intellectual Property Rights
5.1 Ownership of the Services and System. Line-Up (or its licensors) own and retain ownership of all Intellectual Property Rights in and to the Services and the System (including all modifications or improvements to such System, used in or for the purposes of the Services and including any modifications and improvements whether or not made pursuant to the provision of any Services).
5.2 Ownership of Line-Up Data. Line-Up (or its licensors) own and retain ownership of all Intellectual Property Rights in and to the Line-Up Data.
5.3 Licence to use the Services and Line-Up Data. Subject to payment of the Charges and Client's compliance with these Terms of Service, Line-Up grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence for the Term to access and use the Services, the System and the Line-Up Data for Client's internal business operations including the sale of Items.
5.4 Ownership of Client Data. All Intellectual Property Rights in the Client Data shall vest in the Client upon their creation absolutely and Line-Up shall obtain no rights, title or interest in the Client Data except as set out in these Terms of Service.
5.5 Licence to Client Data. The Client hereby grants Line-Up:
(a) a non-exclusive, non-transferable, non-sublicensable licence for the Term to access and use the Client Data for the purpose of providing the Services; and
(b) a non-exclusive, non-transferable, non-sublicensable, irrevocable and perpetual licence to use anonymised Client Data (excluding any personal data) for the purposes of (i) improving and enhancing the Services; and (ii) other development, diagnostic and corrective purposes in connection with the Services and / or the System (including any enhancements, new functionality and / or improvements).
5.6 Licence restrictions. The Client shall not, and shall not permit any third party to, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the System (as applicable) in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the System;
(c) access all or any part of the Services in order to build a product or service which competes with the Services;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, otherwise commercially exploit, or otherwise make the Services available to any third party except in the usual course of the Client's business; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these Terms of Service.
5.7 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify Line-Up.
6. Intellectual Property Rights indemnity
6.1 Subject to clause 6.2, Line-Up shall indemnify the Client against all losses arising from or incurred out of or in relation to any claims or allegations by a third party against the Client and / or any Client Connected Entity that use by the Client of the Services in accordance with these Terms of Service infringes or is likely to infringe a third party's Intellectual Property Rights.
6.2 The indemnity set out in clause 6.1 shall not apply to the extent any such claim arises as a result of (i) the provision of Client Data, Items or any materials provided or made available to Line-Up in connection with the delivery of the Services or these Terms of Service by or on behalf of the Client; (ii) the modification of the System or Service (or part thereof) by or on behalf of the Client; or (iii) the use of the Services in breach of these Terms of Service.
6.3 The Client shall indemnify the Line-Up Connected Entities against all losses arising from or incurred out of or in relation to any claims or allegations by a third party against Line-Up and / or any Line-Up Connected Entity that any Client Data, Item or materials provided by or on behalf of the Client under these Terms infringe or is likely to infringe a third party's Intellectual Property Rights.
7. Indemnity process
7.1 In the event of a claim pursuant to any indemnity provided under these Terms:
(a) the party indemnified and claiming under the relevant indemnity ("Indemnified Party") shall as soon as reasonably practicable give to the party which has given the indemnity or has the obligation to defend the relevant claim (as the case may be) (the "Indemnifier") written notice of the claim against which the Indemnified Party is claiming to be indemnified and all details of the claim from time to time in the knowledge or possession of the Indemnified Party;
(b) the Indemnifier shall, at its own cost and expense, be entitled to control the defence of the claim and any related proceedings or settlement negotiations, provided that:
(i) the Indemnifier shall conduct such litigation with due diligence and propriety and in such a way as not to bring the reputation or good name of the Indemnified Party into disrepute. In this regard, it will take into account and action any reasonable comments made by the Indemnified Party in relation to the conduct and/or settlement of the litigation;
(ii) the Indemnified Party shall use all reasonable endeavours to mitigate any claims;
(iii) the Indemnifier shall keep the Indemnified Party informed in writing at all times of material developments in the litigation or negotiations;
(iv) the Indemnifier shall not make any admissions or otherwise take or fail to take any action which would be prejudicial to any Indemnified Party; and
(v) at the cost and expense of the Indemnifier, the Indemnified Party shall take all reasonable steps to co-operate with the Indemnifier in the defence of such claim, proceedings or negotiations.
8. Client Payments
8.1 Invoicing. Each month during the Subscription Term, Line-Up shall calculate the Charges payable by the Client in accordance with the Items sold and as specified on the Order Form. Each invoice shall specify the number of Items sold in the previous month and the applicable Charges.
8.2 Line-Up shall be entitled to issue an invoice on or about the first day of each month in the amount of the accrued Charges for the preceding month. Invoices shall be submitted to the Client through the Dashboard.
8.3 Payment. The Client agrees to provide Line-Up with the complete details of a valid and up-to-date credit card (the "Payment Card") when they sign up for the Service in order to pay the Charges. The Client acknowledges and agrees that the Payment Card will be charged the invoiced amount on the day the invoice is issued (the "Due Date").
8.4 Payment Service Provider. The Client acknowledges that Line-Up uses a third-party Payment Service Provider to collect the Charges from the Client. The Client acknowledges and agrees that Line-Up will provide the Payment Card details to the Payment Service Provider and that the Payment Service Provider will charge the invoiced amount of the Charges to the Payment Card.
8.5 The Client further acknowledges and agrees that Line-Up shall have no responsibility or liability in respect of any act or omission by the Payment Service Provider. Client's only recourse in respect of any issue(s) with the Payment Service Provider shall be against the Payment Service Provider.
8.6 Line-Up shall be responsible for integrating the System with the Payment Service Provider to ensure payments for Items can be processed through the System.
8.7 Other than as expressly set out in these Terms of Service, all Charges are non-refundable (including in respect of any refunds made by or required to be made by the Client to Purchasers for any reason). For the avoidance of doubt, the Charges shall be calculated in respect of all Items processed through the System (including in-person sales and telephone sales) and Charges in respect of any complimentary Item shall be assessed on the face-value of such Item.
8.8 Disputed Charges. If the Client receives an invoice which the Client reasonably believes specifies a Charge which is not valid and properly due ("Disputed Charge"):
(a) the Client shall notify Line-Up within ten (10) days after receipt of the invoice, of the nature of the dispute and the parties shall commence, within five (5) days after the receipt of the Client notice, to resolve the dispute; and
(b) once the dispute has been resolved, Line-Up shall issue the Client with a valid and proper invoice for the amount due as part of the resolution, if any. Line-Up shall refund the Client the amount due as part of that resolution within thirty (30) days of such resolution. Client will pay any amount due as part of that resolution within (30) days of such resolution.
8.9 VAT. The Client shall pay value added tax (or equivalent sales/service tax) on the Charges at the rates prescribed by law at the time such Charges become due. Unless otherwise agreed in writing between the parties, the Charges are specified and payable in Pounds Sterling.
8.10 Withholding tax. The Client shall make all payments under these Terms of Service without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, Client shall, when making the payment to which the withholding or deduction relates, pay to Line-Up such additional amount as will ensure that Line-Up receives the same total amount that it would have received if no such withholding or deduction had been required.
8.11 Late payment interest. In the event that Client fails to provide Line-Up with valid credit card details that enable Line-Up to charge the full amount of any outstanding Charges within 30 days of the Due Date, Line-Up shall be entitled to charge interest on such overdue amount from the day after the Due Date until the date of actual payment at the rate of 4% above the base rate of the Bank of England from time to time.
8.12 Charge increases. Line-Up shall be entitled to increase the Charges for any new Subscription Term with 30 days' prior notice to the Client before the end of the current Subscription Term.
9. Limitations of Liability
9.1 Neither party excludes or limits liability to the other party in respect of:
(a) death or personal injury caused by its negligence;
(b) any fraud or fraudulent misrepresentations;
(c) any other liability arising out of or in connection with these Terms which cannot be excluded or restricted by law; or
(d) the payment of the Charges due under these Terms of Service.
9.2 Subject to clause 9.1, neither party shall be liable for:
(a) any indirect, consequential or special loss; or
(b) any loss of profit, loss of business or contracts, lost production or operation time, loss of or corruption to data, loss of goodwill or anticipated savings, however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 9.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).
9.3 Subject to clauses 9.1 and 9.2, each party's liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with these Terms of Service shall be limited in aggregate in each Service Year to the Charges payable during such Service Year.
10. Terms and Termination
10.1 Duration of Subscription Term. These Terms of Service commence on the Effective Date and shall continue for the Initial Term, as detailed on the Order Form, and shall thereafter renew on an annual basis (unless terminated in accordance with this clause 10).
10.2 Termination. Either party may terminate these Terms of Service by providing notice in writing to the other party, such notice to take effect on the following anniversary of the Effective Date as long as upon that date the Initial Term as detailed on the Order Form has been completed. Notice must be given in writing at least ninety (90) days prior to the anniversary of the Effective Date. Upon termination of the Terms of Service, the Subscription Term shall end and Line-Up shall cease providing the Services to the Client.
10.3 Termination for Insolvency Event. Without prejudice to any of the rights or remedies it may have, either party may (unless prevented from doing so in accordance with Applicable Law) terminate these Terms of Service with immediate effect if the other party suffers or undergoes an Insolvency Event.
10.4 Termination by Line-Up for Non-Payment. Line-Up reserves the right to suspend Client's access to the Service immediately if the Client fails to provide Line-Up with valid credit card details that enable the Payment Service Provider to charge the full amount of any outstanding Charges within 30 days of the Due Date. If no payment is made to clear the full amount of any outstanding Charges within a further 14 days, Client's account and all associated data will be deleted (subject to the DPA) and these Terms of Service will be automatically terminated. Line-Up will use its reasonable endeavours to give prior notice of the terminate these Terms of Service for Client's non-payment, by email or through the Dashboard.
11. Consequences of Termination
11.1 Termination of these Terms of Service (in whole or in part) however and whenever occurring shall not prejudice or affect any right of action or remedy which shall have accrued to any party up to and including the date of such termination.
11.2 The provisions of clauses 5, 6, 7, 9, and 16, and any other clauses which by their nature continue shall survive termination or expiry of these Terms of Service, however and whenever occurring.
11.3 Within thirty (30) days after the date of termination or expiry of these Terms of Service, Line-Up shall:
(a) if requested to do so, return to the Client all of the Client's Confidential Information and the Client Data in Line-Up's possession or control; and
(b) if requested to do so, destroy or permanently erase (if technically possible) all documents and all records (in any media) created by it or on its behalf that use, concern or are based on any of the Client's Confidential Information and/ or the Client Data;
but excluding in either case (i) data required for the defence of actual or anticipated disputes, and/or (ii) any data incidentally contained in emails or in archived files, which shall in any event remain subject to the obligations of confidentiality set out herein), and in either case subject to Line-Up's rights under clause 5.5(b).
12. General Obligations
12.1 Mutual warranties. Each party warrants that:
(a) it is a company duly incorporated, validly existing and in good standing under the laws of England and Wales and that these Terms are executed by its respective duly authorised representatives;
(b) as at the Effective Date, it is not subject to any Insolvency Event;
(c) it shall have, and shall continue to have throughout the Subscription Term, full capacity and authority and all necessary governmental, administrative and regulatory authorisations, licences, permits and consents required to provide or receive the Services (as applicable);
(d) the performance of its obligations under these Terms of Service shall comply with all Applicable Law; and
(e) there are no material outstanding litigation, arbitration or other disputed matters to which it is a party and which may have a material adverse effect upon its ability to fulfil its liabilities, responsibilities and obligations under these Terms of Service.
12.2 Line-Up warranties. Line-Up warrants that:
(a) its employees, agents and contractors are appropriately experienced, trained and capable of performing the Services in accordance with these Terms of Service; and
(b) the System shall not contain anything which is likely to impair the operation of the Client's environment or programs or any data held within the Client's environment.
12.3 Client warranties. The Client warrants that it has the right to provide to Line-Up the information and materials (including Client Data) it provides under these Terms of Service, and to allow Line-Up to incorporate those into the Services as may be required.
13. Confidentiality
13.1 Each party will:
(a) keep all Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information; and
(b) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information.
13.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
(a) to comply with its obligations or exercise its rights under these Terms of Service; or
(b) to enable the Recipient to comply with any applicable law.
13.3 Nothing in these Terms of Service prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
(a) information has been placed in the public domain otherwise than due to a default of the Recipient;
(b) information has been independently developed by the party without reference to the Confidential Information of the other party; or
(c) other party has approved in writing the particular use or disclosure of the Confidential Information.
13.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under these Terms or at law) if any party breaches any of its obligations under this clause 13.
13.5 The obligations with respect to Confidential Information disclosed under these Terms of Service will survive termination and expiry of these Terms of Service and will continue for as long as the information remains confidential.
13.6 Client grants to Line-Up the right to use Client's name and/or logo without further notice or consent, in connection with or as required for (i) the provision of the Services; and (ii) the promotion of Line-Up's business and Services, including by naming Client on Line-Up's website and including Client in presentation slides. Line-Up will comply with any branding guidelines provided by Client from time to time in respect of such use.
14. Data Protection Addendum
14.1 The parties shall each comply with their respective obligations set out in the Data Processing Addendum document.
15. Force Majeure
15.1 No liability for Force Majeure Event. Other than in respect of the Client's obligation to pay applicable Charges, neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever, including, but not limited to, any damages, whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to a Force Majeure Event. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure Event.
16. General provisions
16.1 Anti-bribery and corruption. Each party shall:
(a) comply with all Applicable Laws, regulations, codes and sanctions, particularly those relating to:
(i) anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
(ii) the Modern Slavery Act 2015.
16.2 Severability. If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms of Service had been executed with the invalid, illegal or unenforceable provision eliminated.
16.3 Variations. No variation or alteration of these Terms of Service shall be effective unless in writing and signed by the parties.
16.4 Waiver. The failure of any party to insist upon strict performance of any provision of these Terms of Service or the failure of any party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by these Terms of Service. A waiver of any breach of contract shall not constitute a waiver of any subsequent breach of contract. No waiver of any of the provisions of these Terms of Service shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing. Except as expressly stated in these Terms of Service, no right or remedy conferred upon any party by these Terms of Service shall be exclusive of any other right or remedy howsoever arising and all such rights and remedies shall be cumulative.
16.5 Entire agreement. These Terms of Service constitute the entire understanding between the parties relating to the subject matter of these Terms and supersede all prior representations, writings, negotiations or understandings (whether in either case oral or written) with respect hereto, except in respect of any fraudulent misrepresentation made by a party.
16.6 No representations. Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied (other than as set out in these Terms of Service) in entering into these Terms of Service.
16.7 Third Party Beneficiaries. These Terms of Service do not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it.
16.8 Notices. Any notice or other communication made under these Terms of Service shall be provided through (i) the Dashboard; or (ii) email, to the recipient's address (Line-Up: info@lineupnow.com / Client: the client's registration email address) or as updated from time to time. Such notice shall be deemed to have been given upon actual delivery during the recipient's usual business hours (and at 9am on the next working day otherwise).
16.9 Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute or disagreement arising out of or in connection with these Terms of Service.