Terms and Conditions


These terms and conditions (which we refer to as the "Agreement") relate to the Yagmap data collection service and should be read carefully because they are legally binding and enforceable. If you are acting on behalf of an entity then you represent that you have the authority to enter into this Agreement on behalf of that entity. By clicking on an 'Accept' button, placing an order or using the Website (as defined below) you agree that you have read these terms and agree to be legally bound by them. If you do not wish to be bound by the terms then you must not use the Website.

This Agreement is between Yagmap Limited, a company registered in England and Wales whose registered office is 20-22 Wenlock Road, London, N1 7GU and company registration number is 07919260 and you the customer (a single entity).

For ease of reference, certain terms shall have specific meanings as follows: "Authorised Users" means your employees, agents and independent contractors who are authorised to use the Service and Documentation; "Confidential Information" means any information which is proprietary or confidential in nature but shall not include any information which the recipient can show: (a) was at the time of disclosure or has subsequently become public knowledge other than by breach of this Agreement; (b) is received by the recipient from an independent third party who has a lawful right to disclose the same without restriction; or (c) was already in the recipient's lawful possession at the date of disclosure without obligation of confidence; "Customer", "you" and "your" shall refer to you as customer; "Customer Data" means any data input or imported directly into the Service by you or by your Authorised Users or by us or by a Partner on your behalf from data you have provided; "Documentation" means the documentation which we make available to you online via the Website which describes the Service and the user instructions for the Service; "Effective Date" means the date of this Agreement being the date on which you click the 'Accept' button, place an order or use the Website; "we", "us" shall refer to Yagmap Limited; "Software" means the online software applications provided by us via the Website; "Intellectual Property Rights" means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, moral rights, know-how and any other intellectual or industrial property rights, anywhere in the world; "Service" means the online services made available (which we may change and update from time to time) via the Website, the functionality of which is detailed on the Website; "Subscription" means the subscription purchased by you which entitles your Authorised Users to access and use the Service and the Documentation in accordance with this Agreement; "Subscription Fee" means the monthly or annual subscription fee (excluding any taxes and duties) payable by you for the Service in relation to the permitted number of users you run in accordance with the pricing set out by yagmap; "Subscription Term" has the meaning given in clause 14; "Support Policy" means our policy for providing support in relation to the Service as agreed by Us; and "Website" means any of the images, written material, databases, software or other material available at the internet address "www.yagmap.com" or any other websites operated by yagmap Limited.

1 USER SUBSCRIPTIONS AND ACCESS TO THE SERVICE

1.1 Subject to your payment of the Subscription Fees for the Service, the restrictions set out in clause 2 and the other terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for your own lawful business purposes. The licence we grant to you and the Subscription Fees which are payable in respect of the Service are on a 'per-project' basis and accordingly you are only permitted to use the Service for the number of projects covered by your Subscription Fees.

1.2 The permission granted to you under this clause 1 is granted to you only and shall not be considered granted to any of your subsidiary or holding companies.

2 ACCESS CONDITIONS

2.1You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password.

2.2 You shall not:

(a) attempt to undermine the security or integrity of our computing systems or networks or the Website;

(b) use or misuse the Website in any way which may impair the functionality of the Website, or impair the ability of any other user to use the Website;

(c) attempt to obtain, or assist third parties in obtaining, access to: (i) the Website; (ii) the Service; (iii) the Documentation; (iv) the computer system on which the Website is hosted; or (iv) any materials, in each case where such access is not expressly permitted by this Agreement;

(d) access, store, distribute, transmit or input any material that: (i) may damage any other person's computing devices, software or data or which otherwise causes damage or injury to any person or property; (ii) may be is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (iii) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or facilitates illegal activity; (iv) infringes the third party rights;

(e) use automated agents, robots, or automated software, other than search engine spiders, to access the Website;

(f) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;

(g) use the Service and/or Documentation to provide services to third parties unless we expressly permit you to do so by separate agreement with you; or

(h) 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 unless we expressly permit you to do so by separate agreement with you.

2.3 We may, without liability to you, disable your access to any material that breaches the provisions of clause 2.2.

2.4 Except to the extent expressly permitted under this agreement or otherwise allowed by law which cannot be excluded, you shall not:

(a) attempt to copy, modify, adapt, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, Software and/or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website or Software.

3 AUDIT

3.1 You will allow us to electronically audit your use of the Service each month in order to establish the number of projects you operate through the Service. The audits will be conducted at our expense and in such a manner as not to substantially interfere with your normal conduct of business. If any such audit reveals that you have underpaid Subscription Fees or are otherwise using the Service in respect of more projects than you have Subscriptions for, you shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in your accepted order within 14 days of our written request for payment in respect of the same.

4 SUBSCRIPTIONS

4.1 Subscription Fees automatically recur either on a monthly or an annual basis depending on your subscription package. Subscription Fees begin on the first calendar day of each month and are payable in advance of each subscription period. Different Subscription Fees may include access to different services or information.

4.2 Your subscription is activated by providing the information required on the payments order form. You will pay us the charge for the Subscription Fees by direct debit or BACS (as agreed by Us) at the time of your order and your invoice will be emailed to you.

4.3 All amounts and fees referred to in this Agreement and on the Website are payable in pounds sterling and are exclusive of value added tax which may be added at the appropriate rate.

4.4 The Subscription Fee shall be payable in respect of any whole or part of a month during which you use the Service and shall not be reduced pro rata if the Service commences or terminates during a month period.

4.5 We try to ensure that any prices displayed on the Website are accurate but the price on your order will need to be validated by us as part of our acceptance procedure. We will inform you if the price for the Service is higher than that stated in your order and you may cancel the order or choose to order the Service at the correct price. If a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mis-pricing, we have no obligation to provide the Service to you at the incorrect price, even after we have confirmed the order.

4.6 If we have not received payment within 14 days after the due date, without prejudice to our other rights and remedies:

(a) we may, without liability to you, disable your password, account and access to all or part of the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and

(b) we may charge interest on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.7 No refund will be given for the cancellation or termination of a Subscription provided that where you terminate for our breach under clause 14.2 we shall refund to you amounts paid by you in advance in respect of the period following termination as your sole remedy. Subject to this clause 4.7, where you cancel or otherwise terminate a monthly Subscription or an annual Subscription before the end of the subscription period, you shall be liable to us for the Subscription Fees for the remainder of the subscription period.

4.8 Subject to clause 4.7, you may cancel a Subscription at any time by sending an email request from the email account you registered with us to support@yagmap.com and one of our account managers will deal with your request. Once the subscription is cancelled no further Subscription Fees are due from you in respect of the period following termination.

4.9 If a subscription has not been cancelled in accordance with Clause 4.8 and your Subscription Fees remain unpaid, you will be liable to pay all outstanding Subscription Fees to us.

5 THE SERVICE

5.1 We will provide the Service and make available the Documentation to you during the Subscription Term on and subject to the terms of this Agreement.

5.2 We warrant to you that:

(a) we will provide the Service using reasonable skill and care; and

(b) the Service will perform substantially in accordance with the Documentation.

5.3 The warranty in clause 5.2(b) shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Documentation or our instructions, or modification or alteration of the Service by any party other than us or our duly authorised contractors or agents. If the Service does not substantially conform with the Documentation, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes you sole and exclusive remedy for any breach of the warranty set out in clause 5.2(b).

5.4 We will use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:

(a) Planned maintenance carried out during the hours of 22:00 to 02:00 GMT; and

(b) unscheduled maintenance performed between 18:00 to 08:00 GMT provided we have used reasonable efforts to give you at least 24 hours prior notice.

5.5 The Subscription Fees which you pay for the Service includes our standard customer support services in accordance with our Support Services Policy in effect at the time we provide the Service to you. We may amend the Support Services Policy in our sole discretion from time to time.

5.6 You acknowledge that the Service may include 'beta features'. The Products and Materials are provided "As Is". These beta features are part of the Website that we have developed and released for testing and feedback purposes. You understand and accept that there may be errors and inaccuracies with beta features inherent at the stage of development. You acknowledge that the products and materials have not completed yagmap's full quality assurance programme. Yagmap makes no express or implied warranty of any kind with respect to the products and materials, and specifically disclaims the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Yagmap is not required to provide you with technical support for beta features and any technical support yagmap does provide to you shall be at yagmap's sole discretion and is provided "As Is."

5.7 If you have any complaints about the Service then you should direct them to us via email at support@yagmap.com.

5.8 If you order the Service, you will receive an email from us acknowledging that we have received your order and confirming the relevant details of your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us for the supply of the Service and is subject to acceptance by us. If your order is accepted, we will confirm acceptance to you by sending you an email to the email address you provided to us. The contract between us in relation to the ordered Service will only be formed when we send you email confirmation and will only relate to the Service specified in the confirmation email. The order will then be fulfilled by the date set out in the confirmation or if no such date is set out then within 30 days.

6 CUSTOMER RESPONSIBILITIES

6.1 You agree to provide us with all necessary cooperation in relation to this Agreement and provide us with all necessary access to such information as we may reasonably require in order to provide the Service to you, including but not limited to Customer Data, security access information and configuration information.

6.2 You will comply with all applicable laws and regulations with respect to you activities under this Agreement.

6.3 You will ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement.

6.4 You will ensure that your network and systems comply with the relevant specifications which we may from time to time publish on the Website in relation to the Service.

6.5 You acknowledge and agree that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centre, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the your network connections or telecommunications links or caused by the internet.

7 CUSTOMER DATA

7.1 You shall own all rights, title and interest in and to all of the Customer Data (including any works derived from the Customer Data) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data except where we have agreed with you that we shall input data on your behalf in which case we shall be responsible for ensuring that we correctly input the data which you provide to us.

8 DATA PROTECTION

8.1 You acknowledge that in order for us to provide the Service to you, we must collect certain personal data from you and process that data. Our collection and use of your personal data is governed by our Privacy Policy located at https://www.yagmap.com/Privacy-Policy.aspx. Please read the privacy policy as it contains important details about how we collect and use your personal data. You expressly consent to our use of your personal data for the purposes set out in the Privacy Policy.

8.2 If we process any personal data on your behalf when performing our obligations under this agreement, in relation to such personal data you shall be the data controller and we shall be a data processor and in any such case:

(a) we shall not transfer the personal data outside the EEA without your prior written permission;

(b) you will ensure that you are entitled to transfer the relevant personal data to us so that we and our sub-contractors may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf;

(c) you will ensure that the relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) we shall process the personal data only in accordance with the terms of this Agreement (including our Privacy Policy) and any lawful instructions reasonably given by you from time to time; and

(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8.3 We shall be entitled to disclose your identity and details if we are required to do so by the courts or other law enforcement authorities and/or agencies.

9 THIRD PARTY WEBSITES, GOODS AND SERVICES

9.1 We provide links to third party websites that are not affiliated with us (although our branding, advertisements or links may appear on these websites) and we may send e-mail messages to you containing advertisements or promotions including links to third party websites. We make no representation as to the quality, suitability, functionality or legality of any third party websites which we link to, or to any goods and services available from such websites and you access the website content of, correspond with, and purchase products and services from the third party websites at your own risk.

9.2 All matters concerning goods and services that you purchase from a third party website including all contract terms are solely between you and the owner of that website. We will not be liable for any costs or damages to you or any third party arising directly or indirectly out of any third party website. You hereby waive any claim you might have against us with respect to any such websites.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge and agree that all Intellectual Property Rights in the Website, the Services, the Software and the Documentation belongs to us and/or our licensors.

10.2 We warrant to you that we have the right to grant you the permission to access and use the Website, the Service, the Software and the Documentation pursuant to clause 1.1 and that your authorised use of the same in accordance with this Agreement shall not infringe third party Intellectual Property Rights in the United Kingdom.

10.3 You warrant to us that in relation to any content you provide to us or submit to the Website (including but not limited to the Customer Data) that you own the Intellectual Property Rights to such content or you have the authority of the owner to provide such content and to grant us and our subcontractors permission to use the Customer Data for the purpose of providing the Service and that our authorised use of the same in accordance with this Agreement shall not infringe third party Intellectual Property Rights in the United Kingdom.

10.4 By submitting content to any public area of yagmap, including blogs, message boards, and forums, You grant yagmap a royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.

10.5 Yagmap.com and the yagmap logo are trademarks of yagmap limited. All rights reserved.

10.6 Yagmap.com makes use of the silk icons from FamFamFam; semi-transparent glossy icons – version 1 provided by ProductiveDreams; productivity and emotubbles icon packs from Design Instruct; glossy free icon set from Six Revisions; Oxygen icon theme and images from Subtle Patterns.

11 INTELLECTUAL PROPERTY RIGHTS INDEMNITY

11.1 You shall defend, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service and/or Documentation, provided that:

(a) we give you prompt notice of any such claim;

(b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

(c) we give you sole authority to defend or settle the claim.

11.2 In the defence or settlement of any claim, we may procure the right for you to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

11.3 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

(a) a modification of the Service or Documentation by anyone other than us;

(b) your use of the Service or Documentation in a manner contrary to the instructions which we give to you;

(c) your use of the Service or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.

11.4 The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability (including those of our employees, agents and sub-contractors), for infringement of any Intellectual Property Rights.

12 CONFIDENTIALITY

12.1 Each party will keep secret and treat in strictest confidence all Confidential Information of the other party obtained in connection with this Agreement. Neither party will, without prior consent of the other, disclose or make any Confidential Information available to any third party, or use the same for its own benefit, other than as contemplated by this Agreement.

12.2 You acknowledge that details of the Service (including pricing information and the terms of this Agreement) and the results of any performance tests of the Service, constitute our Confidential Information. We acknowledge that the Customer Data is Confidential Information belonging to you.

12.3 Each party may disclose Confidential Information to those of its personnel and its sub-contractors who need to know the Confidential Information for the purposes of implementing this Agreement provided that that, prior to such disclosure, each of those sub-contractors and members of its personnel are made aware of these confidentiality obligations agree to adhere to such terms.

12.4 The restrictions in clause 12.1 shall not apply to information which:

(a) is or becomes public knowledge other than by a breach of this clause 12;

(b) is or becomes known from other sources without restriction on disclosure; or

(c) is required to be disclosed by any legal or professional obligation or by a regulatory authority.

12.5 This clause 12 shall survive termination of this Agreement for any reason.

13 LIMITATION OF LIABILITY

13.1 Nothing in this agreement excludes our liability for fraud or for death or personal injury caused by our negligence or for any liability which cannot be limited or excluded by applicable law.

13.2 We 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 Agreement.

13.3 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

13.4 We shall not be liable for any delay or failure in the provision of the Service to you to the extent that such delay or failure is caused by your failure to comply with your obligations under this Agreement. We shall not be liable for any error, inaccuracy or omission in the output of the Service based on any inaccurate or incomplete information which you have provided to us.

13.5 We do not warrant that the use of the Website or the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website and the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website and the Service. We are not in any way responsible for any such interference that prevents your access or use of the Website or Service.

13.6 We check our systems using up-to-date commercial antivirus software but these do not always detect and remove all viruses. No software (including ours) is error-free and it is possible that use of the Service could unintentionally lead to the loss or corruption of your data. We cannot know or estimate the value to you of the data you hold on the Service and you are best able to assess and manage the risks of data loss and corruption having regard to your data and you can easily eliminate these risks by performing regular backups of your data. You agree that it is reasonable for you to assume the entire risk in relation to data loss and corruption.

13.7 Except as expressly and specifically provided in this agreement:

(a) you assume sole responsibility for results obtained from your use of the Service and the Documentation, and for conclusions drawn from such use;

(b) we shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts which you provide to us in connection with the Service, or any actions taken by us at your direction;

(c) 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 Agreement.

13.8 You acknowledge that it is your sole responsibility to determine that the Website meets the needs of your business. The warranties we give in clauses 5.2 and 10.2 are the only warranties we give in relation to the Website and the Service and are in lieu of any other warranties. Without limiting the foregoing, we do not warrant that the Website or the Service will meet your requirements or that it will be suitable for your purposes.

14 TERM AND TERMINATION

14.1 This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms shall continue until terminated in accordance with its terms.

14.2 Each party may terminate this Agreement immediately on notice to the other party if the other party:

(a) commits a material breach of this Agreement and where such breach is capable of remedy, has not been remedied within 30 days of the date of notice of the breach; or

(b) becomes insolvent or is unable to pay its debts when they fall due.

14.3 Subject to clause 4.7, you may terminate this Agreement for convenience at any time in accordance with clause 4.8 by giving us prior written notice.

14.3 We may terminate this Agreement for convenience at any time by giving you 6 months' prior written notice.

15 CONSEQUENCES OF TERMINATION

15.1 On expiry or termination of this Agreement for any reason:

(a) the rights of either party accruing or accrued prior to termination or expiry shall not be affected;

(b) all permissions and licences granted under this Agreement shall terminate;

(c) each party shall promptly return to the other party that other party's Confidential Information and any copies thereof, or, at that other party's request and option, destroy them and provide evidence of their destruction to that other party; and

(d) we shall (without further charge to you) send to you by email (to the email address you provided to us when you registered for the Service) a copy of the Customer Data in comma separated value or other common file format determined by us. You agree that once we have sent you the Customer Data, we shall promptly delete the Customer Data from our systems in accordance with clause 15.1(c).

15.2 The following clauses shall survive any termination of this Agreement: Clauses 2, 3, 4, 7, 8, 10, 12, 13, 15, 19, 23, 24 and any other clauses which by their nature are intended to survive such termination or expiry.

16 FORCE MAJEURE

16.1 Neither party is liable for any failure or delay in meeting its obligations due to any cause outside its reasonable control including without limitation strikes, lock-outs or other industrial, failure of a utility service or transport or telecommunications network acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, compliance with any law or Government order, rule, regulation or direction.

17 WAIVER

17.1 If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights, or the same type of right on a later occasion.

17.2 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

18 SEVERANCE

18.1 Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected and shall remain in force. If any provision is determined to be unenforceable, you agree to a modification of such provision to provide for enforcement of the provision's intent, to the extent permitted by applicable law.

19 ENTIRE AGREEMENT

19.1 This Agreement and any documents referred to in it (including for the avoidance of doubt the Privacy Policy and references to pages on the Website) supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the Website and the Service.

19.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

20 CHANGES TO THE SERVICE AND THIS AGREEMENT

20.1 We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Service or the Website or any related content or your access to the same. Any modifications or additions to the Service or the Website shall be subject to this Agreement.

20.2 We may modify the Subscription Fees from time to time and post the revised Subscription Fees on the Website.

20.3 We may modify this Agreement from time to time and post the new version on the Website.

20.4 If we do modify this Agreement or the Service or the Subscription Fees or the Website materially to your detriment, you may end this Agreement and our amendments shall not apply to you provided you promptly notify us of your decision and cease using the Service from that time and in any case within 30 days of the date on which we provide you notice (which may be by publishing details of the changes on the Website). If you continue to use the Service after the 30 day period then you are deemed to have accepted the changes.

21 RIGHT TO ASSIGN

21.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights and obligations under this Agreement.

22 INDEPENDENT CONTRACTORS

22.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23 GOVERNING LAW AND JURISDICTION

23.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

24 NOTICES

24.1 All notices shall be given: (a) to us via email at support@yagmap.com; or (b) to you at either the email or postal address you provide during the registration or order process; or (c) (where we notify our users generally), by notice or posting on the Website. Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or public holiday in the place of receipt) or 3 days after the date of posting.