Terms of Use

Effective from April 2018

These Terms of Use (the “Terms of Use”) define the relationship between The Employment Management Platform Limited (registered in England and Wales under company number 10559324 whose registered office is at 5th Floor Hampton By Hilton, 42-50 Kimpton Road, Luton, Bedfordshire, LU2 0FP) (“Flexr”, "we", “us” or "our"), who operate the platform referred to as the “Flexr Platform” (the “System”) and you, being the individual person or business (be that an individual engaged in business, firm or corporate entity) creating a User Account through the System and referred to hereafter as "you" or “your”.

These Terms of Use govern your access to and use of the System and System technology (by which we mean a set of application programming interfaces and services (such as content) that enable parties to provide, share and retrieve data), services, applications, software, operating manuals and user instructions provided by Flexr or its licensors in respect of the System (collectively the “Facility”). The Facility that Flexr provides is designed to simplify the business purpose of sending and receiving information and data in respect of the employment and human resource marketplace (whether that be temporary, permanent or otherwise) and may be more particularly described on the individual sections of the System.

Your access to and use of the System and the Facility is conditional upon your acceptance of and compliance with these Terms of Use. These Terms of Use and our Privacy and Cookies Policy (“Privacy Policy”) apply to all Users and visitors to your User Account and any others who access or use the System or the Facility through your User Account.

By accepting these Terms of Use electronically and/or by accessing or using the System or the Facility and/or installing any software in respect of the Facility, you agree and consent to be bound by these Terms of Use and our Privacy Policy in full. You also agree that your electronic acceptance of these Terms of Use and our Privacy Policy shall have the same force and effect as if you had agreed to these Terms of Use and our Privacy Policy in writing.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SYSTEM OR THE FACILITY AND/OR INSTALLING ANY SOFTWARE IN RESPECT OF THE FACILITY, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY AND ALL TERMS OF USE AND CONDITIONS INCORPORATED BY REFERENCE IN THESE TERMS OF USE. YOUR ACCESS OR USE OF THE SYSTEM OR THE FACILITY AND/OR INSTALLATION OF ANY SOFTWARE IN RESPECT OF THE FACILITY CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS OF USE YOU SHOULD STOP USING THE SYSTEM AND THE FACILITY IMMEDIATLEY.

These Terms of Use, and any agreement between you and us, are only in the English language.

DEFINITIONS

The following terms shall have the following meanings when used in these Terms of Use:

“Assignment”: a period of time during which an Employee or Worker is assigned to work for and under the supervision and direction of an Employer or Hirer, by a Provider or otherwise;
“Contractor”: a professional services provider engaged by an Engager through a third-party on a sub-contracted basis in order to provide services for and on behalf of that Engager to the End Client and not being an employee, worker, agent, partner or servant of an Engager, any third-party which an Engager engages them through or any End Client;
“Data Protection Legislation”: (i) until the GDPR is directly applicable in England and Wales, the Data Protection Act 1998; (ii) once the GDPR is directly applicable in England and Wales and unless and until the GDPR is no longer directly applicable in England and Wales, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in England and Wales and then (iii) any successor legislation to the GDPR or the Data Protection Act 1998;
“Employee”: a person having a contract of employment with an Employer (whoever that may be) as an employee or who is to potentially have such a contract;
“Employer”: a party having an employment contract with an Employee;
“Employment”: an Employee’s employment by an Employer;
“End Client”: a client of an Engager who has contracted with the Engager for the provision of services which the Engager is using a Contractor to undertake;
“Engager”: a party engaging a Contractor through a third-party to provide services on its behalf to one of its End Clients;
“GDPR”: the General Data Protection Regulation ((EU) 2016/679);
“Hirer”: a person, firm or corporate body together with any subsidiary or associated person, firm or corporate body, to whom a Worker or Employee is supplied or will potentially be supplied (by a Provider or otherwise) to work temporarily for and under the supervision and direction of that person, firm or corporate body;
“Placement”: a period of time during which a Contractor is assigned to provide services for and on behalf of an Engager to an End Client;
“User”: any person employed by or under contract with an Employer, Engager, Hirer, Provider or End Client who might use the User Account in order to manage and administer it either on their own behalf or on behalf of the Employer, Engager, Hirer, Provider or End Client.
“User Account”: an account through which a User can access and use the Facility, accessible only by entering the correct username and password combination on the System.
“Worker”: a person providing or wishing to provide services to a Provider or a Hirer.

1. YOUR USE OF THE FACILITY

By accessing or using the System or the Facility and/or installing any software in respect of the Facility, you agree to be bound by these Terms of Use and our Privacy Policy. If you are using the Facility on behalf of any business (be that an individual engaged in business, firm or corporate entity and whether an Employer, Engager, Hirer, Provider, End Client or otherwise) ("Organisation"), then you are agreeing to these Terms of Use on behalf of that Organisation and you represent and warrant that you have the authority to bind the Organisation to these Terms of Use. In that case, "you" and "your" refers to you and that Organisation under these Terms of Use.

You may use the Facility only if you can form a binding contract with Flexr, and only in compliance with these Terms of Use and all applicable laws, rules and regulations. The Facility may change from time to time as we evolve, refine or add more features to the Facility, without prior notice to you. In addition, Flexr may temporarily or permanently stop providing the Facility, or any features within the Facility, to you, or to Users using your User Account, and may not be able to provide you with prior notice.

2. YOUR CONTENT

Certain features of the Facility allow you, Users using your User Account and others to upload, share and view information, data, text and images ("your Content” or “Content”, as the case may be), and to share your Content with others.

You agree that any Content that is uploaded using your User Account does not and will not violate rights of any kind, including but not limited to any intellectual property rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.

You are solely responsible for the accuracy and completeness of your Content, and agree only to provide true, accurate, current and complete Content.

You retain full ownership to your Content, but you agree to grant us a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free licence (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives of, display and distribute such Content in connection with providing the Facility to you and Users using your User Account in accordance with your User Account settings. You are responsible for managing your settings in respect of your User Account. In connection with providing the Facility, we may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

We reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to:

satisfy any applicable law, regulation, legal process or governmental request;
enforce these Terms of Use, including investigation of potential violations;
detect, prevent or otherwise address fraud, security or technical issues;
respond to User support requests; or
protect the rights, property or safety of Flexr, its Users and the public.

The Facility is not a storage service. You agree that Flexr has no obligation to store, maintain or provide you a copy of any content, information or data that you or others provide, except to the extent required by applicable law and noted in our Privacy Policy.

3. YOUR USER ACCOUNT

The sections of the System will guide you through the steps you need to take to create a User Account with us. You must provide us with accurate information when you create your User Account with us. Your User Account with us gives you, and Users using your User Account, access to the Facility and functionality that we may establish and maintain from time to time and in our sole discretion. If you connect to the Facility with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another Users User Account without permission.

4. USER ACCOUNT SECURITY

You are responsible for safeguarding the password that you use to access the Facility and for any activities or actions under your password, whether your password is with us or a third-party service. We encourage you to use "strong" passwords that use a combination of upper and lower case letters, numbers and symbols with your User Account. You agree not to disclose your password to any third-party. Flexr cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your User Account.

5. FLEXR’S LICENCE TO YOU AND PAYMENT

Subject to these Terms of Use, Flexr gives you a personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive licence to use the Facility. We reserve all rights not expressly granted in these Terms of Use in the Facility. We can terminate this licence at any time for any reason or for no reason without any obligation regarding providing a refund of any sums paid.

Where you subscribe for any part or parts of the Facility which involve you paying for their use (“Paid Service”), your licence to use the Paid Service will commence on the date you subscribe to use it and it shall continue until it is terminated by us or you on 30 days’ notice. Your licence for the Paid Service is subject to you paying the applicable licence fee. The licence fee will be as described by Flexr.

We reserve the right to vary the licence fee for the Paid Service, provided always that we give you 60 days’ notice of our intention to do so.

6. FLEXR’S PROPERTY, COPYRIGHTS AND FEEDBACK

All right, title and interest in and to the System and the Facility (excluding your Content) are and will remain the exclusive property of Flexr and its licensors. The System and the Facility are protected by copyright, trademark and other laws of both England and Wales and foreign countries. Nothing in these Terms of Use gives you a right to use the “Flexr” name or any of Flexr’s trademarks (including but not limited to “Flexr”), logos, domain names and other distinctive brand features. Any feedback, comments or suggestions you may provide regarding Flexr, the System or the Facility is entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

7. USE OF CONTENT

All Content in or on the Facility is the sole responsibility of the person who originated such Content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Facility or endorse any Content. We may not monitor or control the Content posted via the Facility and we cannot take responsibility for such Content. Under no circumstances will Flexr be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content in the Facility.

You agree that you are responsible for your use of the Facility, for any Content you provide, or which is provided through your User Account and for any consequences thereof, including the use of your Content by other Users and third-parties. You understand that if you do not have the right to submit Content to the Facility, doing so may subject you to liability. You further understand that if any Content you submit to the Facility is not accurate, this may subject you to liability. Flexr will not be responsible or liable for any use of your Content by Flexr in accordance with these Terms of Use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit, or which is submitted by others through your User Account including all necessary rights to upload your Content for use in accordance with these Terms of Use.

8. ACCEPTABLE USE OF THE FACILITY

The Facility is not intended to be used as the sole basis for any business decision. Where any Content obtained through it is provided by third-parties to Flexr (including you) and not directly by Flexr, it is not possible and/or economically viable for Flexr to check the accuracy and/or completeness of that Content nor make any guarantees in respect of it.

You shall, in connection with your use of the Facility, comply with all legislation, regulations and other rules having equivalent force which are applicable to you.

In order to protect the integrity of the Facility, you shall comply with Flexr’s reasonable instructions and guidelines relating to data security.

Flexr is trusted by its Users and we trust you to use the Facility responsibly. You agree not to misuse the Facility. For example, you must not, and must not attempt to do the following things:

use the Facility for any unlawful purposes or for promotion of illegal activities, nor for anything misleading, malicious, dishonest, unprofessional or discriminatory;
post any Content on the Facility in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation;
impersonate others through the Content or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others;
provide any false information or create a User Account for anyone other than yourself without permission;
where you are a Worker, Employee or Contractor, misrepresent your current or previous positions and qualifications;
misrepresent your identity;
disclose information that you do not have the right to disclose;
publish or post other people's private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorisation and permission;
send unsolicited communications, promotions or advertisements or spam;
access, tamper with or use non-public areas of the System, the Facility, Flexr’s computer systems or the technical delivery systems of Flexr’s providers;
probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
access or search the System or the Facility by any means other than our publicly supported interfaces (for example, "scraping"); or
interfere with, or disrupt, the access of any User, host or network, including but not limited to sending a virus, overloading, flooding, spamming, mail-bombing the Facility, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Facility. International Users agree to comply with all local laws regarding online conduct and acceptable content.

We may investigate and/or suspend your User Account if you or others using your User Account violate any of the above rules. Furthermore, we reserve the right to immediately terminate your User Account without further notice in the event that, in our sole and absolute judgment, you or others using your User Account violate these Terms of Use or abuse the use of the Facility.

9. PRIVACY WHERE WE ARE A DATA CONTROLLER

We are committed to protecting the privacy and security of personal information. This section explains how we use any personal information collected about you through the use of the Facility where we act as a data controller (as defined in the Data Protection Legislation, “Data Controller”). For your information, we will be a Data Controller where we are responsible for how we hold and use personal information collected about you through the use of the Facility. We are required under the Data Protection Legislation to notify you of the information contained in this section. We may update this section from time to time.

What information do we collect about you?

We collect information about you through your use of the Facility, information that you provide, and information that other users provide about you.

We may collect and store personal data about yourself or others. Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

The personal data that we may collect and store includes your name, address, title, date of birth, telephone number, mobile number, address, e-mail address, gender, marital status and dependants, next of kin and emergency contact information, National Insurance number, bank account details, payroll records, tax status information, salary information, annual leave information, pension information, benefits information, start date, location of employment or workplace, copy of passport, copy of driving licence, copy of right to work information, copy of references, recruitment information, employment records (including job titles, work history, working hours, training records and professional memberships), performance information, disciplinary and grievance information, information obtained through electronic means, information about use of information and communication systems, and photographs).

We may also collect and store information which is classed as special category data as defined by the GDPR. This special category data requires a higher level of protection and we will treat this data accordingly.

The special category data we may collect and store includes information about health, sickness records, and information about criminal convictions and offences.

How will we use the information we collect about you?

We collect information about you primarily to provide the Facility. We will only use the information we collect about you where the law allows us to. Mostly commonly, we will use your information in the following circumstances:

Where we need to perform a contract we have entered into with you.
Where we need to comply with a legal obligation.
Where is it necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
Where we have received your explicit consent to collect and process the information for a specific purpose.

The Facility Flexr provides is designed to facilitate the business purpose of sending and receiving information and data in respect of the employment and human resource marketplace (whether that be temporary, permanent or otherwise). In this respect, and without limitation, it is designed to facilitate the management of:

(i) the provision of curriculum vitaes and references;
(ii) Assignments, Employment and Placements;
(iii) the absence from work of a Worker, Employee or Contractor;
(iv) the payment of a Worker, Employee or Contractor (and associated payroll);
(v) the absences and sickness of a Worker, Employee or Contractor; and
(vi) verification of the suitability of a Worker, Employee or Contractor to work or provide services, as the case may be, and including but not limited to their identification documents, clearance to work and criminal records bureau clearance, clearance to remain and work in the United Kingdom, registration with any relevant regulatory professional or trade body together with their qualifications and training to verify that they are capable of providing any applicable services in respect of which they are assigned under any Assignment, Employment or Placement.

Where you are a Worker, Employee or Contractor, as the case may be, Flexr and any relevant Employer, Engager, Hirer, Provider, or End Client as the case may be, together with any other intermediaries involved in supplying your services in respect of any Assignment, Employment or Placement concerning you, as the case may be, will hold and process information relating to you for legal, personnel, administrative and management purposes associated with the Facility.

Where you are an Employer, Engager, Hirer, Provider, or End Client as the case may be, together with any other intermediaries involved in supplying the services of a Worker, Employee or Contractor, as the case may be, in respect of any Assignment, Employment or Placement concerning them, as the case may be, Flexr and them will hold and process information relating to you for legal, personnel, administrative and management purposes associated with the Facility.

Where you advise us that you have any particular accreditations, registrations or certifications, we may verify the relevant accreditation, registration or certification. However, the validity of the accreditation, registration or certification always remains your responsibility. We advise Employers, Engagers, Hirers, Providers and End Clients to request sight of evidence of applicable accreditations, registrations or certifications (as applicable) and to use appropriate caution and common sense.

We may make enquiries about you including searching your records held by organisations such as crime and credit reference agencies. We may also check your details held by fraud prevention schemes.

We consider these to be lawful reasons and legitimate interests for using the information we collect about you.

If you agree, we may collect information about you to inform you about matters we think may be of interest to you.

The Facility is a dynamic, innovative environment, which means we are always seeking to improve the Facility we offer you. We will only use the information we collect about you for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Security and storing information we collect about you

We will use all reasonable efforts to safeguard the information we collect about you by having security and organisational procedures in place.

We will hold the information we collect about you for as long as necessary to fulfil the purposes we collected it for. To determine the appropriate retention period, we will consider the amount, nature and sensitivity of the information, the potential risk of harm from unauthorised use or disclosure of it, the purposes for which we process it and whether we can achieve those purposes through other means, and the applicable legal requirements. Our retention policy is to hold such information for at least a period of 6 years.

Telephone calls made to or by any customer service line we may provide may be recorded for monitoring and quality control purposes. Any such customer service line may be manned by staff inside or outside of the United Kingdom and/or the European Union.

Who we share information with

We will share the information we collect about you with third parties as required to provide the Facility, where required by law and where we have another legitimate interest in doing so. We require third parties to respect the security of your information and to treat it in accordance with the law.

We will not transfer your information outside of the European Union.

Access to information and correction

You have a right to request a copy of the information that we hold about you. If you would like a copy of some or all of your personal information, please e-mail or write to us at the address set out at the end of this section.

We want to make sure that your personal information is accurate and up to date. Please contact us to correct or remove information you think is inaccurate.

You also have the right to:

object to the processing of the information we collect about you that is likely to cause you, or is causing you, damage or distress;
prevent processing for the purpose of direct marketing;
object to decisions being taken by automated means;
in certain circumstances, have inaccurate information we collect about you rectified, blocked, erased or destroyed; and
claim compensation for damages caused by any breach of the Data Protection Legislation by us.

If you have a concern about the way we are collecting or using the information that we collect about you, we ask that you please raise your concern with us in the first instance. Alternatively, you can contact the Information Commissioner’s Office at http://ico.org.uk/concerns/.

Security

It is important for you to protect against unauthorised access to your password and to your computer. Be sure to log out after using the Facility.

How to contact us

We have appointed a data protection officer (“DPO”) to oversee compliance with this section. If you have any questions about this section or how we handle the information we collect about you, please contact our DPO.

To contact our DPO by email, please send your email to: DPO@flexr.com.

To contact our DPO by mail, please send your letter to: The Employment Management Platform Limited (for the attention of the Data Protection Officer), 5th Floor Hampton By Hilton, 42-50 Kimpton Road, Luton, Bedfordshire, LU2 0FP

10. THIRD-PARTY LINKS

The System and the Facility may have links to third-party websites, applications, advertisers, services, special offers or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third-party sites, applications, information, materials, products or services, or any Assignment, Employment or Placement. If you access a third-party website from the System or the Facility, you do so at your own risk, and you understand that these Terms of Use and our Privacy Policy do not apply to your use of those sites. You expressly relieve Flexr from any and all liability arising from your use of any third-party website, application, service or content and agree that your dealings with any third-party website, application, service or content is only between you and such third-parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such third-parties.

11. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Flexr and its licensees and licensors, and our and their employees, workers, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to legal fees) arising from your use of and access to the System and the Facility, including any data or Content transmitted or received by you, another party's access or use of the Facility through your User Account (whether or not with your username and password), or your violation of these Terms of Use, applicable law, rule or regulation.

12. MODIFICATIONS

We may revise these Terms of Use and our Privacy Policy from time to time and the most current version will always be posted on the System. If a revision, in our sole discretion, is material we will notify you (for example via e-mail to the e-mail address associated with your User Account). By continuing to access or use the System or the Facility after revisions become effective, you agree to be bound by the revised Terms of Use. If you do not agree to the new Terms of Use, please stop using the System and the Facility.

13. NO WARRANTY

The System and the Facility are provided on an "as is" and "as available" basis. Use of the System and the Facility is at your own risk. To the maximum extent permitted by applicable law, the System and the Facility are provided without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, Flexr and its licensors do not warrant that the content on the System and the Facility is accurate, reliable or correct; that the Content will meet your requirements; that the System or the Facility will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the System or the Facility are free of viruses or other harmful components. Any Content downloaded or otherwise obtained through the use of the System or the Facility is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the System or the Facility. We do not warrant, endorse, guarantee or assume responsibility for any assignment, employment, placement, product or facility advertised or offered by a third-party through the System or the Facility or any hyperlinked website or facility, and we will not be a party to or in any way monitor any transaction between you and third-party providers of assignments, employment, placements, products or services.

14. LIMITATIONS OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall Flexr, its licensees, licensors, affiliates, agents, directors, employees or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the System or the Facility. Under no circumstances will Flexr be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the System or the Facility or your User Account or the information contained therein.

To the maximum extent permitted by applicable law, Flexr assumes no liability or responsibility for any:

errors, mistakes or inaccuracies of Content;
death or personal injury (other than as a result of our negligence) or property damage, of any nature whatsoever, resulting from your access to or use of the System or the Facility;
any unauthorised access to or use of our secure servers and/or any and all personal information stored therein;
any interruption or cessation of transmission to or from the System or the Facility;
any bugs, viruses, trojan horses or the like that may be transmitted to or through the System or the Facility by any third-party;
any errors or omissions in any Content or for any loss or damage incurred as a result of the use of any Content posted, e-mailed, transmitted or otherwise made available through the System or the Facility; and/or
User Content or the defamatory, offensive or illegal conduct of any third-party.

In no event shall Flexr, its licensees, licensors, agents, directors, employees or suppliers be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the lesser of the aggregate of all licence fees you have paid to us hereunder in respect of the Facility in the contract year in which the liability arises (if any) and £1,000. A “year” shall be a period of 12 months commencing from the date your licence commences and each anniversary of that date.

This limitation of liability section applies whether the alleged liability is based on statute, common law, contract, tort, negligence, strict liability, or any other basis, even if Flexr has been advised of the possibility of such damage.

The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You agree that our licensees, licensors, affiliates, agents, directors, employees or suppliers, together with us, shall be entitled to the benefit of the foregoing limitations of liability.

You acknowledge that we must limit our liability and that we are only able to provide the Facility based on the foregoing limitations of liability. You are advised to take out your own insurance arrangements if you wish to limit your exposure or risk or if you require further or different cover.

The System and the Facility are controlled and operated from Flexr’s facilities in England. We make no representations that the System or the Content are appropriate or available for use in other locations. Those who access or use the System or the Content from other jurisdictions do so at their own volition and risk and are entirely responsible for compliance with all applicable English and local laws, rules and regulations. Unless otherwise explicitly stated, all materials found on the System and the Content are solely directed to individuals, companies or other entities located in the United Kingdom.

15. MISCELLANEOUS LEGAL TERMS

These Terms of Use and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

The parties to these Terms of Use will attempt in good faith to resolve any dispute or claim arising out of or relating to these Terms of Use promptly through negotiations. If the matter is not resolved through negotiations within 30 days of those negotiations commencing, either party may commence court proceedings or escalate the complaint to an approved form of ADR. Nothing in this section shall limit either party’s ability to seek injunctive relief or other emergency relief.

You agree that the System and the Facility are based in England. These Terms of Use are governed by and construed according to the laws of England and Wales and you irrevocably consent to the exclusive jurisdiction and venue of the courts of England and Wales. This choice of law and venue is made to ensure uniform procedures and interpretations for all Users of the System and the Facility no matter where they may be located or where they use the System or the Facility.

These Terms of Use and our Privacy Policy, together with any amendments and any additional agreements you may enter into with Flexr in connection with the System or the Facility, will constitute the entire agreement between you and Flexr concerning the System and the Facility and you agree that, in subscribing for the Facility, you have not relied upon any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms of Use and our Privacy Policy or any amendments and any additional agreements you may enter into with Flexr in connection with the System or the Facility.

If any provision of these Terms of Use and our Privacy Policy is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use or our Privacy Policy, as the case may be, which shall remain in full force and effect. The said invalid provision shall, if possible, be construed in such a way as to be valid whilst, at the same time, most closely expressing the intent of the provision as originally drafted.

Subject to section 12, no variation of these Terms of Use will be valid unless confirmed in writing signed by an authorised signatory of Flexr.

No waiver of any sections of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Flexr’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

We may provide notifications, whether these are required by law or are for marketing or other business related purposes, to you via e-mail notice, written or hard copy notice or through posting of such notice on the System, as determined by us in our sole discretion.

If as a result of any changes in legislation, regulations, codes or other rules having equivalent force (including any reasonable interpretation thereof), Flexr considers in its reasonable opinion that it is no longer desirable or commercially viable for it to continue to provide the Facility at all or in accordance with these Terms of Use, or if any third-party data or software becomes unavailable to Flexr, Flexr shall be entitled to do one of the following on giving prior notice to you:

(i) modify the affect part of the Facility as necessary to accommodate such changes or unavailability; or
(ii) terminate the Facility (without further liability).