Service terms

Preamble:

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These are the business service terms and conditions (the “Lucra Business Service Terms”) governing the rights and obligations of Lucra Customers that wish to use the Services.

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These Lucra Business Service Terms supplement the Lucra End User Terms, and accordingly, must be read together with the Lucra End User Terms, which are available upon request from a Lucra representative and on our website. In the event of a conflict between a term in the Lucra Business Service Terms and a term in the Lucra End User Terms, the term in the Lucra End User Terms will prevail.

Terms used, but not defined, herein have the same meaning as those in the Lucra End User Terms.

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Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

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1. Introduction

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1.1 Company details. Lucra Technologies Limited (company number 13603786) (‘Lucra’, ‘we’ and ‘us’) is a company registered in England and Wales and our registered office is at 110-120 Lancaster Road, EN4 8AL, London. Our VAT number is 424494686. We operate the websites www.lucrapayments.com and www.lucrapayments.net. 

 

1.2 Contacting us. To contact us, email our customer service team at support@lucra.cc. How to give us formal notice of any matter under these terms is set out in clause 18.2.

 

1.3 Regulation status. We are a registered agent of Yapily Connect Limited, who is authorised and regulated by the Financial Conduct Authority, with authorisation number 827001, to carry out activities relating to Account Information Services in the United Kingdom, and Yapily Connect UAB, who is authorised and regulated by the Bank of Lithuania, with authorisation number LB002045 and payment institution license No 53, to carry to  activities relating to Account Information Services in the European Union.

 

1.4 Professional indemnity insurance. We maintain worldwide professional liability insurance. Our insurer is Markel.

 

2. Definitions

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2.1 In these terms:

 

“Account Information Services” has the meaning given in the Lucra End User Terms.

 

“AML Check” has the meaning given in the Lucra End User Terms.

 

“AML Data” means any and all data (including Personal Data) transmitted, processed and made available to you via the Lucra Platform in connection with an AML Check.

 

“Bank Account Validation” has the meaning given in the Lucra End User Terms.

 

“Payee End User” has the meaning given in the Lucra End User Terms.

 

“Completed Validation” means a Validation that has been initiated on the Lucra Platform by a Customer User from its Master Customer Account and (i) the relevant Payee End User has successfully accessed its Nominated Bank Account through Account Information Services and/or (ii) the Lucra Platform has carried out and displayed the results of an AML Check and/or Identity Check in respect of an individual or entity (which may include a Payee End User).

 

“Covered Territory” means Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Spain, Sweden and the United Kingdom.

 

“Customer User” (also known as a “Customer”, “you”, or “your”) has the meaning given in the Lucra End User Terms.

 

“Fees” has the meaning given to such term in the Purchase Order.

 

“Identity Check” has the meaning given in the Lucra End User Terms.

 

“Identity Data” means any and all data (including Personal Data) transmitted, processed and made available to you via the Lucra Platform in connection with an Identity Check.

 

“Lucra Business Service Terms” has the meaning given in the Preamble.

 

“Lucra Platform” has the meaning given in the Lucra End User Terms.

 

“Lucra Validation Services” has the meaning given in the Lucra End User Terms.

 

“Master Customer Account” has the meaning given in clause 4.2.

 

“Matter” has the meaning given in the Lucra End User Terms.

 

“Matter Room” has the meaning given in the Lucra End User Terms.

 

“Purchase Order” means these terms entered into by you and us detailing the Services you wish to purchase a licence for and the Fees payable in connection therewith.

 

“Services” has the meaning given in the relevant Purchase Order.

 

“Validated Bank Account Data” means any and all data (including Personal Data) transmitted, processed and made available to you via the Lucra Platform in connection with a Bank Account Validation.

 

“Validation” means a Bank Account Validation, Identity Check and an AML Check (as applicable).

 

2.2 Clause, Annex and paragraph headings will not affect the interpretation of these terms.

 

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

2.4 The Annexes form part of these terms and will have effect as if set out in full in the body of these terms. Any reference to these terms includes the Annexes.

 

2.5 A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.

 

2.6 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.

 

2.7 Unless the context otherwise requires, a reference to one gender will include a reference to the other genders.

 

2.8 A Purchase Order will be binding on, and enure to the benefit of, the parties thereto and their respective personal representatives, successors and permitted assigns, and references to any party will include that party's personal representatives, successors and permitted assigns.

 

2.9 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

 

2.10 A reference to legislation or a legislative provision will include all subordinate legislation made from time to time under that legislation or legislative provision.

 

2.11 A reference to writing or written includes email.

 

2.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

 

2.13 A reference to these terms or to any other terms and conditions or document referred to in these terms is a reference of these terms or such other set of terms and conditions or document, in each case as varied from time to time.

 

2.14 References to clauses and Annexes are to the clauses and Annexes of these terms and references to paragraphs are to paragraphs of the relevant Annex.

 

2.15 Any words following the defined terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those defined terms.

 

3. Our contract with you

 

3.1 A Purchase Order and its Schedules, including these terms, form the agreement between the party identified on the Purchase Order and Lucra (these “Terms”).

 

3.2 These Lucra Business Service Terms and the Lucra User Services Terms along with any other terms and conditions that Lucra publishes and makes you aware of, apply to the Services we provide you with. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

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3.3 These Terms form the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

 

4. Our services

 

4.1 We provide you with the Services as specified in your Purchase Order.

 

4.2 To offer the Services, we will set up and maintain a master customer account on the Lucra Platform that provides approved individuals within the Customer User’s organisation with access to the Services (the “Master Customer Account”). Once we have set up a Master Customer Account, a Customer User can:

 

(a) carry out Validations using the Lucra Platform and/or other products and solutions made available for use;

 

(b) provide individuals within the Customer User organisation with login credentials and access to the Services; and

 

(c) do all such activities afforded to a Customer User under the Lucra End User Terms.

 

4.3 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment with at least 1 month’s written notice (or shorter if legally required).

 

5. Your obligations

 

5.1 You will:

 

(a) cooperate with us in all matters relating to the Services;

 

(b) provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

 

(c) comply with all applicable laws, including anti-money laundering, bribery and corruption and data protection laws and regulations;

 

(d) if required, complete our ‘know your customer’ checks and questionnaires;

 

(e) take reasonable steps to ensure that a Payee End User, whom you invite to use the Lucra Platform to make use of the Lucra Validation Services, is informed of and understands its rights and obligations and what the use of the Lucra Validation Services means in its case, including any fees it is liable to pay. You should also take reasonable steps to ensure that the Payee End User understands the Lucra End User Terms and what they mean for the Payee End User; and

 

(f) pay for all due and payable Fees incurred as part of your usage of the Services.

 

5.2 By agreeing to the terms of these terms and being a Lucra Customer, you represent and warrant that you are a registered legal professional services firm or individual and regulated by the relevant supervisory body applicable to you.

 

5.3 If our ability to perform the Services is affected by any breach by you of any obligation listed in this Clause 5 or otherwise in these terms (Your obligations):

 

(a) we will be entitled to suspend performance of the Services until you remedy the breach, and to rely on your breach to relieve us from the performance of the Services, in each case to the extent your breach prevents or delays performance of the Services. In certain circumstances your breach may entitle us to terminate these terms under clause 15 (Termination, consequences of termination and survival);

 

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

 

(c) you will indemnify us in full and on demand in respect of any against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach.

 

6. Term

 

6.1 These terms will apply to your usage of the Services on the date you execute your Purchase Order (the “Start Date”) and will continue, unless terminated earlier in accordance with clause 15 (Termination, consequences of termination and survival), for the period specified in clause 2 of the Purchase Order (the “Initial Term”) and any applicable Renewal Term.

 

6.2 Subject to any early termination in accordance clause 15 (Termination, consequences of termination and survival), at the end of the Initial Term and a subsequent Renewal Term, these terms will automatically renew in respect of the Services for a further period equal in time to the Initial Term (each a “Renewal Term”).

 

7. Coverage of Services

 

At present, we are only able to perform the Services in relation to Nominated Bank Accounts held in and Identity Checks on individuals or entities in a Covered Territory.

 

8. Support of Services

 

8.1 This clause sets out the technical and functional support services in relation to the Services (collectively, the “Support Services”) that Lucra will provide to you under these Terms.

 

8.2 Support Service will include a service desk (support@lucra.cc) available during service hours (08.30am to 18.30pm BST), Monday to Friday.

 

8.4 Support process

 

(a) Support request enquiries are logged by the Lucra support service desk (the “Lucra Service Desk”).

 

(b) Lucra Service Desk support agents will triage the priority level following discussions with the Customer, having regard to the definitions set out in paragraph 8.5 below. A ticket reference number will be generated by the Lucra Service Desk and sent to you. To facilitate resolution, additional log files or data may be requested by the Lucra Service Desk support agents and you will provide these promptly.

 

8.5 For the purpose of this paragraph, certain defined terms mean the following:

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“Customer Created Error” means a problem or error in the Services arising from any of the following circumstances: (i) any failure of the Customer’s equipment or communications network; (ii) the failure of Customer to implement reasonable written recommendations in respect of or solutions to faults previously advised by Lucra; (iii) any misuse of the Services by Customer; (d) the Customer’s material breach of these terms; or (e) diagnosis and/or rectification of problems which are not inherent in the Services or the Lucra Platform.

 

“Error” means a reproducible error in the Services.

 

“First Reply Time” is the time between the Customer first raising a ticket and the time when a Lucra support agent (a human, not an automated process) responds.

 

“Incident” is defined as a support request from the Customer in relation to an Error which is issued an incident ID number from the Lucra Service Desk.

 

“Periodic Update” is the maximum time between the Customer receiving each visible update provided by the Lucra Service Desk support agent.

 

“Resolution Time” is the time between the Customer first raising a ticket and the point at which the Incident is resolved.

 

(a) Lucra will provide the Support Services in relation to Incidents in accordance with the Response Times set out in paragraph 8.6 below, depending on the priority level allocated to the Incident.

 

(b) Response Times will not include time where: (i) Incidents are communicated outside of defined working hours; (ii) Incidents are not communicated using agreed channels; (iii) Incidents relating to a Customer Created Error; (iv) a problem has been identified with an external entity (e.g. Bank or other third party); or (v) when progression of a resolution of the Incident is waiting for input from you.

 

(c) You acknowledge that Lucra is providing the Support Services for Incidents based on internal objectives without additional charge and agree that your sole remedy for any failure by Lucra to meet the target Response Times will be Lucra’s prompt re-performance of the relevant Support Services.

 

(d) Priority levels:

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9. Fees

 

9.1 The Fees for the Services are listed in the Purchase Order and in these terms and may change from time to time (e.g. to increase in line with the percentage increase in the Retail Prices Index), however we will provide you with at least 2 months’ written notice before any such changes take effect.

 

9.2 Subscription Fees will be payable monthly in advance for the duration of the Initial Term and any applicable Renewal Term. You agree to provide us with any card or bank details we may need to charge you on a monthly basis.

 

9.3 The Validation Fees will be payable monthly in arrears on a calendar month basis, following submission of an appropriate invoice from us. You agree to provide us with any card or bank details we may need to charge you on a monthly basis.

 

9.4 The Implementation Fee, if applicable, will be payable following the submission of an appropriate invoice from us.

 

9.5 Our Fees are non-refundable and exclusive of VAT. Where VAT is payable in respect of some or all of the Services, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.

 

9.6 Unless expressly stated otherwise on your Purchase Order, all Fees are quoted and payable in British pound sterling.

 

9.7 You will pay all invoices within the manner specified in the invoice.

 

9.8 All Fees payable under the Purchase Order will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

9.9 Without prejudice to any other right or remedy that it may have, if you fail to pay us any sum due under the Purchase Order on the due date:

 

(a) you will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this paragraph 9.9(a) will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

 

(b) we may suspend all or part of the Services until payment has been made in full.

 

9.10 Lucra retains the right to monitor your use of the Services to the extent necessary in order to ascertain, on a monthly basis: (i) the total number of Completed Validations performed using the Services; (ii) the calculation of the cumulative Fees due and payable for such activity; and (iii) any other information as may reasonably be required by Lucra to ensure the accuracy of the Fees payable under these terms.

 

10. Complaints

 

If a problem arises or you are dissatisfied with the Services, please contact your Lucra account manager.

 

11. How we may use your personal information

 

11.1 For the purposes of this Clause 9, the following terms will have the following meanings;

 

(a) “Controller”, “Personal Data” and “Processing” will have the meanings set out in the Data Protection Legislation;

 

(b) “Data Protection Legislation” means all applicable privacy and data protection laws relating to the Processing of Personal Data and the privacy of electronic communications including the UK GDPR, Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and

 

(c) “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

 

11.2 Each party acknowledge and agrees that Lucra and each Customer User will act as Co-Controllers in respect of Personal Data of Payee End Users Processed pursuant to Bank Account Validations.

 

11.3 Each party acknowledge and agrees that Lucra will act as Processor and each Customer User will act as Controller in respect of Personal Data of individuals Processed pursuant to Identity Checks and AML Checks.

 

11.4 Each party will comply with its respective obligations under the Data Protection Legislation.

 

11.5 Please consult our privacy policy for more information about how Lucra Processes Personal Data.

 

12.0 Disclaimers, warranties and representations

 

12.1 The AML Data, Identity Data and Validated Bank Account Data is provided on an “as is”, “as available” basis without warranties, conditions or representations of any kind and Lucra does not warrant the accuracy, timeliness, completeness, adequacy, merchantability or fitness for a particular purpose of the AML Data, Identity Data and Validated Bank Account Data. Lucra will not be liable to you or to any third party in respect of any actual or alleged inaccuracy, untimeliness, inadequacy, merchantability or unfitness of the AML Data, Identity Data and Validated Bank Account Data. In particular, but without limitation, you acknowledge and agree that none of the AML Data, Identity Data and Validated Bank Account Data, any part of it and its provision constitutes any form of advice (investment, tax, or legal), recommendation, representation, endorsement or arrangement, and none of the same should be relied upon by any person for any reason.

 

12.2 You acknowledge and agree that Lucra is providing you with AML Data, Identity Data and Validated Bank Account Data in connection with the supply of Lucra Validation Services under these terms and conditions and the Lucra End User Terms and you are using such data solely to fulfil your compliance obligations and anti-fraud measures. Lucra is not, therefore, actually or purporting to discharge your compliance obligations and anti-fraud measures on your behalf.

 

13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

 

13.1 Nothing in these Terms limits or affects the exclusions and limitations set out in our Lucra End User Terms.

 

13.2 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 in the aggregate. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

 

13.3 Nothing in these terms limits any liability which cannot legally be limited, including liability for:

 

(a) death or personal injury caused by negligence;

 

(b) fraud or fraudulent misrepresentation; and

 

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

 

13.4 Subject to clause 13.3, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms for:

 

(a) loss of profits;

 

(b) loss of sales or business;

 

(c) loss of agreements or contracts;

 

(d) loss of anticipated savings;

 

(e) loss of or damage to goodwill; and

 

(f) any indirect or consequential loss.

 

13.5 Subject to clause 13.3, our total liability to you arising under or in connection with breaches of these terms occurring within any contract year, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of all sums paid by you to us in the contract year in which the breaches occurred.

 

13.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we will have no liability for that event. The notice period for an event will start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and will expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

 

13.7 This clause 11 will survive termination of these terms.

 

14. Confidentiality

 

12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2 and 14.3.

 

14.2 We each may disclose the other’s confidential information:

 

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and

 

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

14.3 We will be entitled to disclose any confidential information including the existence and terms of these terms to potential investors or purchasers of our business provided that any such potential investors or purchasers are subject to confidentiality obligations equivalent to those set out in this clause 14.

 

14.4 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these terms.

 

15. Termination, consequences of termination and survival

 

15.1 You may terminate the Services delivered under these terms at any time by providing us with at least 60 days' written notice.

 

15.2 On termination or expiry of these terms, you will immediately pay to Lucra all of its outstanding unpaid invoices and any interest due. In respect of the Services supplied under a Purchase Order but for which no invoice has been submitted, Lucra may submit an invoice, which will be payable immediately on receipt (including any Subscription Fees due in respect of the remaining months of the Initial Term or Renewal Term, as applicable).

 

15.3 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate these terms with immediate effect by giving written notice to you if:

 

(a) you commit a material breach of any term of these terms and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

 

(b) you fail to pay any amount due under these terms on the due date for payment;

 

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

 

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

 

(c) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these terms has been placed in jeopardy.

 

15.4 Termination of these terms will not affect your or our rights and remedies that have accrued as at termination.

 

15.5 Termination of a User Account or the closure of a Matter Room will not affect your ability to review transaction and audit records in relation to that Matter.

 

15.6 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

 

16. Events outside our control

 

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by any act or event beyond our reasonable control (an “Event Outside Our Control”).

 

16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these terms:

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(a) we will contact you as soon as reasonably possible to notify you; and

 

(b) our obligations under these terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

 

16.3 You may cancel these terms affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.

 

17. Non-solicitation

 

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of these terms.

 

18. Communications between us

 

18.1 When we refer to “in writing” in these terms, this includes email.

 

18.2 Any notice or other communication given by one of us to the other under or in connection with these terms must be in writing and sent by email, pre-paid first class post or other next working day delivery service.

 

18.3 A notice or other communication is deemed to have been received:

 

(a) if sent by email, at 9.00 am the next working day after transmission; or

 

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting.

 

18.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

 

18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

 

19. Publicity

 

In addition to the relevant provisions of these terms, the parties acknowledge that the Fees provided in these terms have been offered on the basis of:

 

(a) subject to the written consent of the other party (not to be unreasonably withheld), a press release issued by each party promptly following the Start Date which identifies the Customer to the extent possible as a recipient of the Services; and

 

(b) subject to the written consent of the other party (not to be unreasonably withheld), use of the other party’s logo on each party’s public facing website and in its general marketing materials (provided that any use of the other party’s logo will be granted on the basis of a fully paid-up, worldwide, non-exclusive licence for duration of the term of these terms).

 

20. General

 

20.1 Counterparts. These terms may be executed in any number of counterparts, each of which will constitute a duplicate original, but all the counterparts will together constitute the one agreement.

 

20.2 Assignment and transfer

 

(a) We may assign or transfer our rights and obligations under these terms to our parent company, Vandelay Holdings Limited, or another one of its subsidiaries, but will always notify you in writing if this happens.

 

(b) You may only assign or transfer your rights or your obligations under these terms if we agree in writing.

 

20.3 Variation. We may change these terms in the event that we need to simplify them, reflect changes to way Lucra is running its business and delivering its services, and/or introducing new services or products, by providing you with at least 30 days’ notice, including by posting the update terms on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 2 months’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services and terminate these terms under clause 15 (Termination, consequences of termination and survival).  

 

20.4 Waiver. If we do not insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

 

20.5 Severance. Each paragraph of these Terms operates separately. If any court or competent authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

20.6 Third party rights. These terms is between you and us. No other person has any rights to enforce any of its terms.

 

20.7 Governing law and jurisdiction. These terms is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these terms to the exclusive jurisdiction of the English courts.