Skip to main content

Terms & Conditions

Please read these Tc & Cs carefully before registering for a subscription to use the services offered on this website operated by Bookwhen Ltd, a company registered in England and Wales, No. 08914060 with its registered office at: Belsyre Court, 57 Woodstock Road, Oxford, OX2 6HJ, England, VAT number: GB 186 6398 51.

These Ts & Cs govern Your access to and use of the Services. By registering for a free trial or completing the online registration form for a chargeable subscription to use the Services on this website and clicking on the accept buttons relating to the Ts & Cs, the DPA and Privacy Policy, you agree to be legally bound by these Ts & Cs and the DPA and Privacy Policy, as they may be modified or posted on our website from time to time.

In the event of any inconsistency between the content of these Ts & Cs, the DPA and the Privacy Policy, these Ts & Cs shall prevail followed by the DPA and then the Privacy Policy.

If you do not wish to be bound by these Ts & Cs, the DPA and the Privacy Policy then you may not register to use a free trial or purchase a subscription to use the Services.

The Services are only available to business customers for use in the course of business and may not be used by consumers.

You must be at least 18 years of age to use the Services; by using the Bookwhen website or agreeing to these Ts & Cs, you warrant and represent to us that you are at least 18 years of age.

Where you enter into this Agreement on behalf of a company or other legal entity, the term "you" or "your" refers to such entity.

Please read our Responsible Disclosure Policy which we ask you to comply with when using the Services.

  1. Definitions

    • “Agreement” means these Ts & Cs, DPA and Privacy Policy together.
    • “Account Dashboard” pages within Your account via which You can purchase Premium Services and transfer to different subscription plans.
    • “Bookwhen”, “Us” or “Our” means Bookwhen Ltd.
    • “Bookwhen Website” means Bookwhen’s website found at
    • “Business Day” means Monday to Friday (excluding any national holiday in the UK).
    • “Commencement Date” has the meaning given to it in Clause 10.1.
    • “Confidential Information” means any and all information in whatsoever form relating to a Party, or their business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances, whether or not each individual item is in itself confidential, which comes into a Party's possession by virtue of its entry into this Agreement or provision of the Services, and which the disclosing Party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information.
    • “DPA” means Our data processing agreement published at as amended from time to time.
    • “Feedback” means feedback, innovations or suggestions created by You or users regarding the attributes, performance or features of the Services.
    • “Fees” means the fees payable by You for Premium Services as set out in Your Account Dashboard when You order Premium Services online.
    • “Force Majeure” means anything outside the reasonable control of a Party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, pandemic, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Bookwhen ceases to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
    • “Free Plan” means a free subscription to access and use the Services free of charge, as set out on the Bookwhen Website.
    • “Free Trial” means a subscription to a Standard Plan to access and use the Services free of charge for a fixed period of 14 days.
    • “Free Trial Period” means a period of 14 days.
    • “Intellectual Property Rights” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
    • “Party” and “Parties” means You or Bookwhen, or You and Bookwhen as the context requires.
    • “Premium Services” means chargeable Services that You purchase using the Account Dashboard, as distinguished from services provided pursuant to a Free Trial or Free Plan.
    • “Privacy Policy” means Our privacy policy published at as amended from time to time.
    • “Services” means the software applications services of Bookwhen described in more detail on the Bookwhen website, made available to You in accordance with the terms of this Agreement and including any computer software programmes and, if appropriate, updates thereto.
    • “Standard Plan” means a standard subscription to access and use the Services, as set out on the Bookwhen Website.
    • “Statistical Data” means aggregated, anonymised data derived from Your or user's use of the Services which does not include any personal data or Your Confidential Information.
    • “Term” has a meaning given to it in Clause 10.1.
    • “Ts & Cs” means these terms and conditions published at as amended from time to time.
    • “You” or “Your” means an individual, company or other legal entity who registers for a Free Trial or completes the online registration form for use of the Services.
    • “Your Data” means all data imported into the Services for the purpose of using the Services or facilitating the use of the Services under this Agreement.
  2. Free Trial

    1. If You register for a Free Trial, Bookwhen will provide You with access to the Services via a Standard Plan on a trial basis free of charge until the earlier of: (a) the end of the Free Trial; (b) the start date of a Free Plan; or a Premium Service, ordered by You via the Account Dashboard. On the expiry of the Free Trial Your subscription to the Services will automatically convert to the Free Plan unless you have purchased a Premium Service.
  3. Provision of Services and Support

    1. Provision of Services. Bookwhen will: (a) make the Services available to You during the Term pursuant to the terms of the Agreement; (b) provide support to You as set out in Clause 3.3 at no additional charge; and (c) use commercially reasonable efforts to make the Premium Service available 24 hours a day, 7 days a week, excluding:
      1. any planned downtime (for which Bookwhen shall endeavour to give at least 8 hours electronic prior notice and which shall be scheduled where possible during periods of low demand); or
      2. any unavailability caused by Force Majeure.
    2. How the Services are provided. Bookwhen is entitled to refuse any subscription started by You. If a subscription is accepted, Bookwhen will permit You to access the Services by providing You with a user identification and password.
    3. Support for the Services. Bookwhen only provides support for Premium Services. Support is provided via in-app chat and email support. The in-app chat is available on Business Days between 9:00 a.m. and 5:00 p.m. local UK time. Bookwhen will use its reasonable efforts to respond to email support requests within one (1) Business Day. All Services provided via a Free Trial or Free Plan are provided “as is” and Bookwhen has no obligation to provide You with any support services in respect of a Free Trial or Free Plan.
    4. Protection of Your Data. Bookwhen will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as set out in the DPA.
  4. Use of Service

    1. Subscriptions.
      1. Premium Services are purchased as annual or monthly subscriptions. At the end of each subscription period the subscription will automatically renew for another period of the corresponding length to the previous subscription period, unless: (a) You have downgraded Your subscription to the Free Plan; or (b) either Party has terminated the Agreement, as set out in Clause 10.
      2. Services provided under a Free Plan continue indefinitely until either: (a) You purchase Premium Services; or (b) with the Agreement is terminated as set out in Clause 10.
    1. Licence. Subject to your compliance with the provisions of this Agreement, Bookwhen grants You a non-exclusive, non-transferrable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information of Bookwhen and its licensors) as a business for your own internal business purposes for the Term. Such licence shall permit You to make cache copies of software or other information as are required for You to receive the Services via the Internet. Where open source software is used as part of the Services, such software use by You will be subject to the terms of the open source licences.
    2. Usage Limits. The individual file size limit of a document you can attach to your event is 15MB.
    3. Your Responsibilities. You shall: (a) use commercially reasonable efforts to restrict use of the Services to You only and prevent unauthorised access to the Services by any third parties, and notify Bookwhen immediately upon You becoming aware of any unauthorised access or use; (b) be responsible for the accuracy, quality, reliability, integrity and legality of Your Data and the means by which You acquire Your Data; (c) manage and monitor Your Data at all times and use commercially reasonable efforts to ensure the use of the Services is in accordance with any applicable laws and government regulations; (d) notify Bookwhen immediately on becoming aware of any malpractice with respect to the Services or Your Data and facilitate or expedite any action required by You or Bookwhen to appropriately address such malpractice; (e) be solely responsible for ensuring that the email address You provide to Bookwhen for correspondence is up-to-date and effective for correspondence between You and Bookwhen; (f) be solely responsible for familiarising Yourself with the functionality of the Services and for Your use of the Services, including but not limited to, customising Your account, setting up event prices, promotions and discounts; and (g) be solely responsible for ensuring that the information You provide to Bookwhen in relation to Your subscription payment method is up to date and valid.
    4. Usage Restrictions. You shall not: (a) make the Services available to, or use the Services for the benefit of, anyone other than You; (b) sell, resell, license, sub-license, distribute, rent, lease or lend the Services, or include the Services in any service bureau, white labelling or outsourcing offering; (c) use the Services to store, upload, distribute or transmit any infringing, libellous, defamatory, obscene or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party’s privacy or other rights; (d) use the Services to store or transmit any malicious code, malware, attack, bugs, viruses, Trojan Horses or similar; (e) in any way interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (f) attempt to gain unauthorised access to the Services or its related systems or networks; (g) copy the Services or any part, feature, function or user interface thereof; (h) use the Services to in any way bring Bookwhen into disrepute; (i) access or use the Services in order to provide a product or service that is in anyway competitive with Bookwhen’s Services; or (j) modify, adapt, or translate the Services or create derivative works from the Services, reverse engineer, decompile, manipulate or access any source code or object code related to the Services (to the extent such restriction is permitted by law); (k) use the Services in any way that causes, or may cause, damage to the Services or Bookwhen’s platform; (l) use the Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (m) use the Services to generate and transmit spam or unethical or unwanted content or content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); and (n) use the Services to collect data from Your clients that is beyond what is required for the running of the services You offer.
  5. Customer Warranties and Acknowledgements

    1. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Bookwhen gives no warranty or representation: (a) that the Services will be wholly free from defects, errors and bugs; (b) regarding the results of usage of the Services; (c) that the functionality of the Services will meet Your requirements; and (d) that the Services will operate uninterrupted or error free.
    2. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Bookwhen gives no warranty or representation that the Services will be entirely secure.
    3. Bookwhen shall have no responsibility for any third party applications used with the Services, such as online payment services.
    4. All third party content or information provided by Bookwhen via the Services, for example prices is provided “as is”. Bookwhen provides no warranty or representation in relation to such content or information and shall have no liability whatsoever to You for any use or reliance upon such content or information.
    5. Bookwhen shall not be liable for any booking refunds, losses or damages which Your clients may claim from You, irrespective of whether the cause of the refunds, losses or damages was human error or an error in misuse of the Services.
    6. Bookwhen may, at its sole discretion, refuse or remove from the Services any content that in its opinion violates the terms of the Agreement or is in any way harmful or objectionable and will have no obligation to provide a refund to You of any amounts already paid for the Services.
    7. You acknowledge that the Services should not be used for high risk applications where precise locations or features on maps are essential, for example use of the Services by the emergency services.
    8. You acknowledge that You are solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Bookwhen’s data centres and Bookwhen has no liability for any problems, conditions, delays or delivery failures relating to the Services or for any loss or damage arising from or relating to Your network connections or telecommunications links.
    9. The Customer represents and warrants that; (a) You contract with Bookwhen under these Ts & Cs exclusively in the course of a business and not as a consumer; and (b) You are at least 18 years of age; and (c) If entering into this Agreement on behalf of a company or other legal entity, You have the authority to bind such entity to the terms of this Agreement; (d) the execution and performance of Your obligations under this Agreement does not violate or conflict with the terms of any other agreement to which You are a party and is in accordance with any applicable laws; and (e) You shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
  6. Fees and Payment for Purchased Services

    1. Fees. The Free Trial and Free Plan subscriptions are free of charge. The current prices for the Premium Services are published on the Bookwhen Website. By ordering Premium Services You agree to pay Bookwhen the annual or monthly subscription Fee published at the time of ordering, for each Premium Service. All amounts payable by You under the Agreement exclude value added tax (“VAT”) legally payable on the date of each invoice and You shall pay all VAT (or other applicable sales tax) in addition to the Fees, where applicable.
    2. Fees are calculated based on the type of subscription plan You ordered and the length of the subscription. If You transfer to a different subscription plan before the end of the current subscription period, the Fees for the old subscription period will be prorated accordingly and the relevant amount will be credited or debited, as applicable, to Your Bookwhen account at the end of the subscription period during which the change of the subscription plan occurred. No Fees are refundable and any credited amount will be automatically used towards Your subsequent subscription Fee.
    3. Payment. You must pay Fees by debit card or credit card or by means as otherwise agreed between You and Bookwhen. Unless otherwise agreed by the Parties, all subscription Fees are payable in full in advance on the first day of each subscription period for the agreed subscription period. If You do not cancel your account or downgrade your subscription to the Free Plan before the renewal date of Your subscription, Bookwhen will automatically on each renewal date, charge You the subscription Fee for the next subscription period. The subscription Fee shall be paid using the payment method You provided to Bookwhen.
    4. The Customer undertakes that all details provided for the purpose of obtaining the Services will be correct and that any payment card details used are its own and that there are sufficient funds or credit facilities to cover the Fees payable under this Agreement.
    5. If the payment method You provided to Bookwhen is invalid or if the charge for any Fee is refused for any reason outside of Bookwhen’s control, Bookwhen will notify You of this by email and will attempt to take the payment two more times within the following 10 days. If Your payment method is declined and You fail to provide Bookwhen with a new eligible payment method within 10 days from Bookwhen’s first attempt to charge the subscription Fee, Your account will be automatically downgraded to a Free Plan.
    6. Invoicing. Unless otherwise agreed between You and Bookwhen, Bookwhen will issue invoices for the Fees to You following payment for each subscription Fee. You are responsible for providing complete and accurate billing and contact information to Bookwhen and notifying Bookwhen of any changes to such information.
    7. Overdue Charges. If any invoiced amount is not received by Bookwhen by the due date, then without limiting any other rights or remedies which may be available to Bookwhen, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 5% per annum over the Lloyds Bank base rate.
    8. Legal Fees. You will pay on demand all Bookwhen’s reasonable legal and attorney fees and other costs incurred by Bookwhen in collecting payments or recovering overdue Fees.
    9. Payment Disputes. Bookwhen will not exercise its rights under Clause 6.7 (Overdue Charges) above if You are disputing the applicable charges reasonably and in good faith and are co-operating diligently to resolve the dispute.
    10. Fee Increase. The Fee payable upon any automatic renewal of the subscription term will be the same Fee invoiced for the immediately prior subscription term, unless Bookwhen gives You written notice of a price increase at least thirty (30) days before the end of the prior subscription term, in which case the price increase will be effective from the renewal date and thereafter.
    11. Future Functionality. You acknowledge and agree that Your purchases in accordance with this Agreement are not contingent on the delivery of any future functionality or features in relation to the Services, or dependent on any oral or written public comments made by Bookwhen regarding future functionality or features of the Services.
  7. Confidentiality

    1. Each Party must:
      1. keep the Confidential Information strictly confidential;
      2. not disclose the Confidential Information to any person without the other Party's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement;
      3. use the same degree of care to protect the confidentiality of the Confidential Information as the Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;
      4. act in good faith at all times in relation to the Confidential Information; and
      5. not use any of the Confidential Information for any purpose other than as contemplated by and subject to this Agreement.
    2. Notwithstanding Clause 7.1, each Party may disclose the Confidential Information of the other Party to its officers, employees, professional advisers, insurers, agents, and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
    3. This Clause 7 imposes no obligations upon either Party with respect to Confidential Information that:
      1. is known to the receiving Party before disclosure under this Agreement and is not subject to any other obligation of confidentiality.
      2. is or becomes publicly known through no act or default of the receiving Party; or
      3. is obtained by the receiving Party from a third party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality.
    4. The restrictions in this Clause 7 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Parties on any recognised stock exchange.
    5. The provisions of this Clause 7 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
  8. Data Protection

    1. Each Party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
    2. To the extent that personal data is processed when You use the Services, the Parties acknowledge that Bookwhen is a data processor and You are a data controller and the Parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
    3. If a third party alleges infringement of its data protection rights, Bookwhen shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
    4. Where Bookwhen collects and processes personal data, as a data controller, when providing the Services to You, for example when You provide an email address upon registration for a Free Trial or when ordering chargeable Services, such collection and processing shall be in accordance with the Privacy Policy.
  9. Intellectual Property Rights

    1. Bookwhen will not acquire ownership of any Intellectual Property Rights subsisting in Your Data which You may, from time to time, require Bookwhen to host, store or otherwise make available or distribute in the course of providing the Services.
    2. You hereby grant Bookwhen a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, perform and display, modify and create derivative works of Your Data, Your Intellectual Property Rights and any third party owned item solely to the extent necessary to provide the Services to You.
    3. You agree to fully indemnify Bookwhen and hold it harmless against any and all costs, expenses, liabilities, losses, damages, claims and judgments that Bookwhen may incur or be subject to as a result of the infringement of any Intellectual Property Rights belonging to any third party arising out of Your failure to comply with these Ts & Cs or to obtain the necessary rights and permissions from third parties in relation to any such material or Your Data (or Intellectual Property Rights) owned by such third parties.
    4. Except for Your Data, you acknowledge and agree that all Intellectual Property Rights and title to the Services shall remain with Bookwhen and/or its licensors and subcontractors and nothing in the Agreement transfers any rights, title, interest or ownership in the Services or Intellectual Property Rights.
    5. Subject to Clause 9.1, any Intellectual Property Rights that may arise out of the performance of the Services by Bookwhen shall be the exclusive property of Bookwhen.
    6. You assign all rights, title and interest in any Feedback to Bookwhen. If for any reason such assignment is ineffective, You shall grant Bookwhen a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
    7. You grant Bookwhen the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting Bookwhen from using the Statistical Data for business and/or operating purposes, provided that Bookwhen does not share with any third party Statistical Data which reveals Your identity or Confidential Information.
    8. You are not allowed to remove any proprietary marks or copyright notices from the Services.
    9. Bookwhen may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.
  10. Term and Termination

    1. Term of these Ts & Cs. This Agreement commence on the date You first accept the Ts & Cs (the “Commencement Date”) and continues until all subscriptions hereunder have expired or have been terminated (“Term”).
    2. Suspension and Termination. Bookwhen may: (a) suspend the Services with immediate effect; or (b) deny You access to use the Bookwhen Website or the Services if You commit a material breach of the Agreement (for the avoidance of doubt breach of Clauses 4.4 and 4.5 will constitute a breach of the Agreement).
    3. You can terminate the Agreement at any time by cancelling your account using the Account Dashboard. If You cancel Your account during a subscription term under the Premium Services the Fees already paid in respect of that subscription term will not be refundable.
    4. Bookwhen may forthwith terminate the Agreement by giving You written notice if: (a) any sum owed by You is not paid within 30 days of the due date for payment; or (b) You commit any other material breach of any of the provisions of the Agreement and, if the breach is capable of remedy, You fail to remedy it within ten (10) Business Days after being given written notice of the breach; or (c) any form of insolvency action that might or will affect You is taken, or is threatened to be taken, or You cease, or threaten to cease, to carry on business; or (d) in Bookwhen’s sole opinion, Your account has been dormant for at least 12 months.
    5. If this Agreement is terminated by You in accordance with Clause 10.3, after the effective date of termination the Agreement and any subscription will not automatically renew at the end of Your subscription term.
    6. If this Agreement is terminated in accordance with Clause 10.4, after the effective date of termination You will immediately cease to have the right to use or access the Services.
    7. The rights to terminate this Agreement set out in this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
  11. Post-Termination Provisions

    Upon termination of this Agreement for any reason:

    1. Any sum owing by either Party to the other Party under any of the provisions of this Agreement shall become immediately due and payable.
    2. Any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect where they are expressly stated to survive such termination; for the avoidance of doubt clauses 5, 7, 8, 9, 11, 12, 13, 18 and 19 shall survive termination.
    3. Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination.
    4. Bookwhen shall at your request, delete (in accordance with the terms of the DPA), or permit you to export or download all of Your Data stored in its database in a machine-readable format, free of charge, provided that such request is made within 30 days of termination. If You require Your Data to be returned in a different format Bookwhen reserves the right to charge for this additional service on time and materials basis.
    5. Except as provided in this Clause 11, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other.
    6. Each Party shall (except to the extent referred to in Clause 7) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.
  12. Liability

    1. Nothing in this Agreement will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    2. The limitations and exclusions of liability set out in this Clause 12 and elsewhere in the Agreement:
      1. are subject to Clause 12.1; and
      2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, including any indemnities or contributions, except to the extent expressly provided otherwise in this Agreement.
    3. Neither Party shall be liable to the other Party in respect of any: (a) losses arising out of a Force Majeure event; (b) loss of profits or anticipated savings; (c) loss of revenue or income; (d) loss of use; (e) loss of business, contracts or opportunities; (f) pure economic loss; (g) losses incurred by any of Your clients or other third party; (h) losses arising out of business interruption; (i) loss of goodwill; (j) losses whether or not occurring in the normal course of business; (k) wasted management or staff time; or (l) special, indirect or consequential loss or damage.
    4. The total liability of Bookwhen to You in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to the greater of:
      1. £500; and
      2. One hundred (100) percent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by You to Bookwhen during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.
    5. You shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of its authorised users who access the Services as if such acts, omissions or negligence had been committed by You.
    6. The Parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
  13. Indemnity

    1. If all or any part of the Services becomes, or in the opinion of Bookwhen may become, the subject of a claim or suit of infringement, Bookwhen at its own expense and sole discretion may: (a) procure for You the right to continue to use the Services or the affected part thereof; or (b) replace the Services or affected part with other suitable non-infringing service(s); or (c) modify the Services or affected part to make the same non-infringing.
    2. Bookwhen shall have no obligations under this Clause 13 to the extent that a claim is based on: (a) the combination, operation or use of the Services with other services or software not provided by Bookwhen, if such infringement would have been avoided in the absence of such combination, operation or use; or (b) use of the Services in any manner in breach of the terms of this Agreement; or (c) Your negligence or wilful misconduct.
    3. You shall defend, indemnify and hold Bookwhen and its employees, sub-contractors, suppliers or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (a) any claimed infringement or breach by You of any Intellectual Property Rights with respect to use of the Services outside the scope of this Agreement; (b) any access to or use of the Services by Your authorised users; and (c) use by Bookwhen of Your Data or any material provided by You; and (d) Your breaches of data protection law or regulations or the terms of the DPA; and and Bookwhen shall be entitled to take reasonable measures to prevent the breach from continuing.
  14. Severability

    1. The Parties agree that, in the event of one or more of the provisions of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, the relevant provision(s) shall be deemed severed from the remainder of the Agreement, which shall be and shall remain fully valid and enforceable. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions
  15. Relationship of Parties

    1. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other party for any purpose.
  16. Notices

    1. Notices to be sent under this Agreement shall be in writing and shall be deemed to have been duly given if: delivered by email to Bookwhen using: or if another email address is notified to You as a replacement email address to that email address, and to You at Your email address used by Bookwhen for corresponding with You for invoicing purposes.
    2. Bookwhen may change or modify the terms of this Agreement upon giving You 30 days’ notice. All changes shall be deemed to have been accepted by You unless You terminate the Agreement prior to the expiry of the 30 day period.
  17. Force Majeure

    1. Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from Force Majeure. As soon as practicable after an event of Force Majeure arises, the Party affected by Force Majeure must notify the other Party of the extent to which the notifying Party is unable to perform its obligations under this Agreement. If the Force Majeure event last for more than 30 days the non-defaulting Party may terminate this Agreement with immediate effect without penalty.
  18. Miscellaneous

    1. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, discussions, negotiations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    3. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    4. You may not assign, transfer or subcontract your rights under this Agreement without the prior written consent of Bookwhen.
    5. At any time after the date Commencement Date each of the Parties shall, at the request and cost of the other Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.
    6. Nothing contained in this Agreement is intended to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
  19. Law and Jurisdiction

    1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.