1 Interpretation
1.1 The definitions and rules of interpretation in this clause apply to the Contract.
“Authorised User” being either a Customer in respect of the Bubbl. Services or a Team Member in respect of the Professional Adviser Services;
“Bubbl.” Kabing Ltd (trading as Bubbl.) a company incorporated and registered in England and Wales with company number 12125399 whose registered office is at Summit House, 13 High Street, Wanstead, London, United Kingdom, E11 2AA
"Bubbl. Services" the subscription services made available by Bubbl. to the Customer under this Contract via www.Bubbl.life from time to time, as more particularly described in the Documentation;
"Business Day" a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Change of Control" the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and "controls", "controlled" and the expression "change of control" shall be interpreted accordingly;
“Commencement Date” as defined in clause 2.2;
"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party to the other party in connection with this Contract, including but not limited to:
(a) terms of this Contract or any agreement entered into in connection with this Contract;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, plans , intentions, or market opportunities of the disclosing party; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and
(c) any information developed by the parties in the course of carrying out this Contract;
“Contract” the contract between Bubbl. and the Professional Adviser for the supply of Bubbl. Services in accordance with these terms and conditions;
"Customer" the customers of the Professional Adviser who are authorised by the Professional Adviser to use the Bubbl. Services and the Documentation, as further described on www.Bubbl.life;
"Customer Data" the data input by the Customer, Team Members or Bubbl. on the Customer's behalf for the purpose of using the Bubbl. Services or facilitating the Professional Adviser's use of the Professional Adviser Services;
"Documentation" the document made available by Bubbl. online via www.Bubbl.life which sets out a description of the Bubbl. Services and the user instructions for the Bubbl. Services;
"Initial Subscription Term" the initial term of this Contract being 12 months from the Commencement Date;
“Bubbl.” Kabing Ltd (trading as Bubbl.) a company incorporated and registered in England and Wales with company number 12125399 whose registered office is at Summit House, 13 High Street, Wanstead, London, United Kingdom, E11 2AA
"Bubbl. Services" the subscription services made available by Bubbl. to the Customer under this Contract via www.Bubbl.life from time to time, as more particularly described in the Documentation;
"Normal Business Hours" 8.00 am to 6.00 pm local UK time, each Business Day;
“Order” the Professional Adviser order for Bubbl. Services via www.Bubbl.life;
“Professional Adviser” the firm who purchases the Bubbl. Services from Bubbl.;
“Professional Adviser Services” the services made available by Bubbl. to the Professional Adviser and the Team Members, subject to the consent of the Customer, as described on www.Bubbl.life;
"Renewal Period" the period described in clause 13.1;
“Services” the Bubbl. Services and/or the Professional Adviser Services as the context requires;
"Software" the online software applications provided by Bubbl. as part of the Bubbl. Services and the Professional Adviser Services;
"Subscriptions" the Subscriptions purchased by the Professional Adviser pursuant to clause 9.1 which entitle Team Members to access and use the Professional Adviser Services and which entitle Customers to access and use the Bubbl. Services and the Documentation in accordance with this Contract;
"Subscription Fees" the subscription fees payable by the Professional Adviser to Bubbl. for the Subscriptions, as set out on www.Bubbl.life;
"Subscription Term" has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods);
"Support Services Policy" Bubbl.'s policy for providing support in relation to the Professional Adviser Services available at www.Bubbl.life;
"Team Members" those employees who are authorised by the Professional Advisor to use the Processional Adviser Services;
“User Terms” the terms to be agreed by the Customer in connection with their use of the Bubbl. Services;
"Virus" any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
1.9 A reference to writing or written excludes fax and email.
1.10 References to clauses and schedules are to the clauses and schedules of this Contract; references to paragraphs are to paragraphs of the relevant schedule to this Contract.
2.1 The Order constitutes an offer by the Professional Adviser to purchase the Bubbl. Services in accordance with these terms and conditions.
2.2 The Order shall only be deemed to be accepted when Bubbl. issues an email acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 Any samples, drawings, descriptive matter or advertising issued by Bubbl., and any descriptions or illustrations contained in Bubbl.'s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Bubbl. Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These terms and conditions apply to the Contract to the exclusion of any other terms that the Professional Adviser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.1 Subject to the Professional Adviser purchasing the Subscriptions in accordance with clause 4.2 and clause 9.1, the restrictions set out in this clause 3 and the other terms and conditions of this Contract, Bubbl. hereby grants to the Professional Adviser a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit during the Subscription Term:-
3.1.1 the Team Members to use the Professional Adviser Services;
3.1.2 the Customers to use the Bubbl. Services and the Documentation subject to the acceptance by the Customer of the User Terms.
3.2 The Professional Adviser acknowledges that the Customer will be required to agree to the User Terms to complete the registration of their Subscription.
3.3 In relation to the Authorised Users, the Professional Adviser undertakes that:
3.3.1 the maximum number of Team Members that it authorises to access and use the Professional Adviser Services shall not exceed the number of Subscriptions it has purchased from time to time for the Professional Adviser Services;
3.3.2 the maximum number of Customers that it authorises to access and use the Bubbl. Services shall not exceed the number of Subscriptions it has purchased from time to time for the Bubbl. Services;
3.3.3 it will not allow or suffer any 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 Services;
3.3.4 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
3.3.5 it shall permit Bubbl. or Bubbl.'s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Professional Adviser's data processing facilities to audit compliance with this Contract. Each such audit may be conducted no more than once per quarter, at Bubbl.'s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Professional Adviser's normal conduct of business;
3.3.6 if any of the audits referred to in clause 3.3.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Bubbl.'s other rights, the Professional Adviser shall promptly disable such passwords and Bubbl. shall not issue any new passwords to any such individual; and
3.3.7 if any of the audits referred to in clause 3.3.5 reveal that the Professional Adviser has underpaid Subscription Fees to Bubbl., then without prejudice to Bubbl.'s other rights, the Professional Adviser shall pay to Bubbl. an amount equal to such underpayment as calculated in accordance with the applicable Subscription Fees within [10] Business Days of the date of the relevant audit.
3.4 The Professional Adviser shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Professional Adviser Services that:
3.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.4.2 facilitates illegal activity;
3.4.3 depicts sexually explicit images;
3.4.4 promotes unlawful violence;
3.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.4.6 is otherwise illegal or causes damage or injury to any person or property,
and Bubbl. reserves the right, without liability or prejudice to its other rights to the Professional Adviser, to disable the Professional Adviser's access to any material that breaches the provisions of this clause.
3.5 The Professional Adviser shall not access or use any Customer Data for any purpose unless the Professional Adviser has authorisation of the Customer. The Professional Adviser acknowledges that each individual Customer may change their access preferences at any time.
3.6 The Professional Adviser shall not:
3.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.6.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.6.3 use the Services and/or Documentation to provide services to third parties; or
3.6.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
3.6.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
3.6.6 introduce or permit the introduction of, any Virus into Bubbl.'s network and information systems.
3.7 The Professional Adviser shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Bubbl..
3.8 The rights provided under this clause 3 are granted to the Professional Adviser only and shall not be considered granted to any subsidiary or holding company of the Professional Adviser.
4.1 Subject to clause 4.2, the Professional Adviser may, from time to time during any Subscription Term, purchase additional Subscriptions via their account on www.Bubbl.life and Bubbl. shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Contract.
4.2 The Professional Adviser shall pay to Bubbl. the relevant fees for such additional Subscriptions and, if such additional Subscriptions are purchased by the Professional Adviser part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Bubbl. for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.1 Bubbl. shall, during the Subscription Term, provide the Professional Adviser Services to the Professional Adviser on and subject to the terms of this Contract.
5.2 Bubbl. shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
5.2.1 planned maintenance carried out during the maintenance window notified to the Professional Adviser; and
5.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Bubbl. has used reasonable endeavours to give the Professional Adviser at least 6 Normal Business Hours' notice in advance.
5.3 Bubbl. will, as part of the Professional Adviser Services, provide the Professional Adviser with Bubbl.'s standard Professional Adviser support services during Normal Business Hours in accordance with Bubbl.'s Support Services Policy in effect at the time that the Services are provided. Bubbl. may amend the Support Services Policy in its sole and absolute discretion from time to time. The Professional Adviser may purchase enhanced support services separately at Bubbl.'s then current rates.
6.1 In this clause the following definitions shall apply:-
6.1.1 Agreed Purposes: as required to fulfil the terms of the Contract.
6.1.2 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
6.1.3 Data Discloser: a party that discloses Shared Personal Data to the other party.
6.1.4 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
6.1.5 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
6.1.6 Permitted Recipients: the parties to this Contract, the employee of each party, any third parties engaged to perform obligations in connection with this Contract.
6.1.7 Shared Personal Data: the personal data to be shared between the parties under this Contract. Shared Personal Data shall be confined to the Customer Data
6.2 Shared Personal Data. This clause 6 sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
6.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
6.4 Particular obligations relating to data sharing. Each party shall:
6.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
6.4.2 give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
6.4.3 process the Shared Personal Data only for the Agreed Purposes;
6.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
6.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
6.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
6.4.7 not transfer any personal data received from the Data Discloser outside the UK.
6.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
6.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
6.5.2 promptly inform the other party about the receipt of any data subject rights request;
6.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;
6.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
6.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
6.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
6.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the Shared Personal Data;
6.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
6.5.9 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
7.1 Bubbl. undertakes that the:-
7.1.1 Bubbl. Services will be performed substantially in accordance with the Documentation;
7.1.2 Professional Adviser Services will be performed substantially in accordance with the description set out on www.Bubbl.life; and
7.1.3 Services will be performed with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Bubbl.'s instructions, or modification or alteration of the Services by any party other than Bubbl. or Bubbl.'s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Bubbl. will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Professional Adviser with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Professional Adviser's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 Bubbl.:
7.3.1 does not warrant that:
(a) the Professional Adviser's use of the Services will be uninterrupted or error-free;
(b) that the Services, Documentation and/or the information obtained by the Professional Adviser through the Services will meet the Professional Adviser's requirements; or
(c) the Software or the Services will be free from Vulnerabilities or Viruses;
7.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Professional Adviser acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This Contract shall not prevent Bubbl. from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.
7.5 Bubbl. warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
8.1 The Professional Adviser shall:
8.1.1 provide Bubbl. with:
(a) all necessary co-operation in relation to this Contract; and
(b) all necessary access to such information as may be required by Bubbl.;
in order to provide the Services, security access information and configuration services;
8.1.2 without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;
8.1.3 carry out all other Professional Adviser responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Professional Adviser's provision of such assistance as agreed by the parties, Bubbl. may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for any Authorised User's breach of this Contract;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Bubbl., its contractors and agents to perform their obligations under this Contract, including without limitation the Services;
8.1.6 ensure that its network and systems comply with the relevant specifications provided by Bubbl. from time to time; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Bubbl.'s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Professional Adviser's network connections or telecommunications links or caused by the internet.
8.2 The Professional Adviser acknowledges that Bubbl., subject to the consent of the Customer and compliance with clause 6, may contact the Customer to provide the Customer with details of additional services provided by Bubbl. which are related to the Bubbl. Services and may be of interest to the Customer.
9.1 The Professional Adviser shall pay the Subscription Fees to Bubbl. for the initial Subscriptions at the time of making the Order and thereafter by direct debit in advance on the same day of each month during the Subscription Term, or the nearest day after should payment fall on a weekend or bank holiday.
9.2 The Professional Adviser shall on making the Order provide Bubbl with a direct debit mandate and if required by Bubbl. valid, up-to-date and complete credit card details.
9.3 If Bubbl. has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Bubbl.:
9.3.1 Bubbl. may, without liability to the Professional Adviser, disable the password, account and access to all or part of the Services and Bubbl. shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then 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.
9.4 All amounts and fees stated or referred to in this Contract:
9.4.1 shall be payable in pounds sterling;
9.4.2 are, subject to clause 12.3.2, non-cancellable and non-refundable;
9.4.3 are exclusive of value added tax, which shall be added to Bubbl.'s invoice(s) at the appropriate rate.
Bubbl. shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Subscriptions purchased pursuant toclause4.2, the support fees payable pursuant toclause5.3at the start of each Renewal Period upon 90 days' prior notice to the Professional Adviser.
10.1 The Professional Adviser acknowledges and agrees that Bubbl. and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant the Professional Adviser any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 Bubbl. confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.
11.1 Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination or expiry of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
11.2 Each party may disclose the other party's confidential information:
11.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
12.1 Except as expressly and specifically provided in this Contract:
12.1.1 the Professional Adviser assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Professional Adviser, and for conclusions drawn from such use. Bubbl. shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Bubbl. by the Professional Adviser in connection with the Services, or any actions taken by Bubbl. at the Professional Adviser's direction;
12.1.2 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 this Contract; and
12.1.3 the Services and the Documentation are provided to the Professional Adviser on an "as is" basis.
12.2 Nothing in this Contract excludes the liability of Bubbl.:
12.2.1 for death or personal injury caused by Bubbl.'s negligence; or
12.2.2 for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
12.3.1 Bubbl. 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 this Contract; and
12.3.2 Bubbl.'s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Subscription Fees paid for the Subscriptions during the 12 months immediately preceding the date on which the claim arose.
12.4 Nothing in this Contract excludes the liability of the Professional Adviser for any breach, infringement or misappropriation of Bubbl.’s Intellectual Property Rights.
13.1 This Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:
13.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
13.1.2 otherwise terminated in accordance with the provisions of this Contract;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".
13.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
13.2.2 the other party commits a material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
13.2.3 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;
13.2.4 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;
13.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
13.2.6 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;
13.2.7 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);
13.2.8 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;
13.2.9 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;
13.2.10 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;
13.2.11 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 13.2.3 to clause 13.2.10 (inclusive);
13.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
13.2.13 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 this Contract is in jeopardy; or
13.2.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.3 On termination of this Contract for any reason:
13.3.1 all licences granted under this Contract shall immediately terminate and the Professional Adviser shall immediately cease all use of the Services provided;
13.3.2 Bubbl. will contact all Customers to see if such Customers wish to continue their subscription directly with Bubbl.;
13.3.3 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; and
13.3.4 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.
14.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result 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 4 weeks, the party not affected may terminate this Contract by giving 60 days' written notice to the affected party.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 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.
16.2 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.
Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
18.2 If any provision or part-provision of this Contract is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
20.1 The Professional Adviser shall not, without the prior written consent of Bubbl., assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
20.2 Bubbl. may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
23.1 Any notice given to a party under or in connection with this Contract shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) Bubbl.: Summit House, 13 High Street, Wanstead, London E11 2AA.
(b) Professional Adviser: the email address provided to Bubbl. on submission of the Order.
23.2 Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
23.3 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.
This Contract 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.
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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
