Terms & Conditions - for training providers

DEFINITIONS & INTERPRETATION

1. In these Terms & Conditions the following definitions apply:
"Attendee" means individuals wishing to make a Booking to attend a Class as a result of Yotspot’s supply of the Services and the Provider’s access to the Subscription Features of the Marketplace on this Website;
"Booking" means a “book now” booking made by an Attendee to receive training in a Class via a link to the Supplier Website;
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday;
"Class" means a class, course or lesson organised by the Provider during which an Attendee shall receive training;
"Confidential Information" means any commercial, financial or technical information, information relating to the Services, the Marketplace, plans, know-how or trade secrets, information and/or documentation relating to Attendees, which is obviously confidential or has been identified as such;
"Contract" means the agreement between Yotspot and the Provider for the supply of the Services incorporating these Terms & Conditions and the Order;
"Controller" shall have the meaning given in applicable Data Protection Laws from time to time;
"Data Protection Laws" means, as binding on either party or the Services: (a) The GDPR; (b) The Data Protection Act 2018; (c) Any laws which implement any such laws; and (d) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
"Data Subject" shall have the meaning in applicable Data Protection Laws from time to time;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control preventing or delaying it from performing its obligations under the Contract;
"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;
"Intellectual Property Rights" means copyrights, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) Whether registered or not; (b) Including any applications to protect or register such rights; (c) Including all renewals and extensions of such rights or applications; (d) Whether vested, contingent or future; (e) To which the relevant party is or may be entitled, and; (f) In whichever part of the world existing;
"International Organisation" has the meaning given in the applicable Data Protection Laws from time to time;
"Marketplace" means the software owned and operated by Yotspot allowing the Provider to upload the information to generate Bookings for the Provider on this Website, and, where a Supplier has a valid Subscription and access to the Subscription Features, complete Bookings via the Supplier Website;
"Order" means the Provider's order for the supply of the Services as set out on the Website;
"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;
"Personal Data Breach" has the meaning given in the applicable Data Protection Laws from time to time;
"Price" has the meaning given in clause 3.1;
"processing" has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);
"Processor" has the meaning given to it in applicable Data Protection Laws from time to time;
"Protected Data" means Personal Data received from or on behalf of the Provider in connection with the performance of Yotspot’s obligations under the Contract;
"Provider" means the person who purchases the Services from Yotspot to provide training to Attendees via the Marketplace;
"Provider Profile" means the profile created on the Website by the Provider upon registration;
"Services" means the services set out on the Website and to be supplied by Yotspot to the Provider, including the facilitation of the Provider’s access to the Marketplace;
"Sub-Processor" means any agent, subcontractor or other third party (excluding its employees) engaged by Yotspot for carrying out any processing activities on behalf of the Provider in respect of the Protected Data;
"Subscription" means the subscription allowing the Supplier to access Subscription Features on the Website;
"Subscription Features" means the functionality added to the Provider Profile, including the allowance for Attendees to make a Booking;
"Subscription Period" means a period of 1 month or a period of 12 months beginning on the date on which the Subscription Price is paid by the Supplier;
"Supplier Website" means the Website owned and operated by the Supplier, and, in the event the Supplier has a valid Subscription, to which an Attendee will be redirected in order to complete a Booking;
"Terms & Conditions" means Yotspot’s terms and conditions of sale set out in this document;
"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services;
"Website" means any of the websites with the following URLs: www.yotspot.com, www.villarecruit.com, www.aviationjobsandtraining.com, www.maritimejobsandtraining.com, or any other websites owned or operated by Yotspot to display the information the Provider uploads to generate Bookings for the Provider using the Marketplace software and functionality;
"Yotspot" means CB Media Group Limited, a company registered in England and Wales (Company Registration Number: 07129363) and whose registered office is situated at Ocean Village Innovation Centre, 4 Ocean Way, Southampton, Hampshire, England, SO14 3 JZ;
"Yotspot Personnel" means all employees, officers, staff, other workers, agents and consultants of Yotspot, and any of its sub-contractors who are engaged in the performance of the Services from time to time.

APPLICATION OF THESE TERMS & CONDITIONS

1. These Terms & Conditions apply to and form part of the Contract between Yotspot and the Provider. They supersede any previously issued terms and conditions of purchase or supply.
2. No variation of these Terms & Conditions or to the Contract shall be binding until expressly updated by Yotspot and notified to the Provider.
3. By the Provider submitting the Order on the Website to Yotspot, the Provider shall be deemed to have made an offer to purchase the Services subject to these Terms & Conditions.
4. Yotspot may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
   1. Yotspot’s written acceptance of the Order via e-mail; or
   2. Yotspot supplying the Services to the Provider by the Provider using the Website to create the Provider’s Profile (as the case may be).
5. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
6. The Provider may access the Website in accordance with these Terms & Conditions.
7. The Provider may access the Marketplace in accordance with these Terms & Conditions.
8. The Provider may access Subscription Features in the event that the Supplier has a valid Subscription.
9. The Provider agrees to keep the Provider’s login information, including the Provider’s password, in strict confidence. For the avoidance of doubt, Yotspot is not responsible for any unauthorised access to the Provider’s Profile.
10. In the event that a third party obtains the Provider’s login information, the Provider must inform Yotspot immediately. For the avoidance of doubt, Yotspot reserves the right to suspend the Provider’s Profile until such time as it is confirmed that the Provider has in place adequate security measures to protect the Provider’s login information.

PRICE

1. The price for the Services shall be as set out below (“Price”) and are applicable for Subscriptions. For the avoidance of doubt, some Services may be supplied by Yotspot at its discretion as free of charge. The Price in respect of Subscriptions is as set out below:
   1. The Price for a one (1) month Subscription Period to the Marketplace is: £95
   2. The Price for a twelve (12) month Subscription Period to the Marketplace is: £995
   3. The Price for access to and/or use of the Marketplace without the Subscription Features is £0.00.
2. The Prices are exclusive of:
   1. VAT.
3. The Provider shall pay any applicable VAT to Yotspot on registration for a Subscription and/or upon receipt of a valid VAT invoice, and provided that the Provider is required to pay VAT (or equivalent) in respect of the Provider’s tax obligations in the UK or abroad.
4. Yotspot may increase the Prices at any time by giving the Provider not less than 20 Business Days’ notice in writing.
5. Notwithstanding clause 3.4, Yotspot may increase the Prices with immediate effect by written notice to the Provider where there is an increase in the direct cost to Yotspot of supplying the relevant Services which is due to any factor beyond the control of Yotspot.

PAYMENT

1. Yotspot shall invoice the Provider for the Services at any time after performance of the Services.
2. The Provider shall pay the Subscription Price during the registration process for a Subscription and:
   1. In full without deduction or set-off, and in cleared funds; and
   2. To the bank account nominated by Yotspot.
3. In respect of the renewal of any Subscription Period:
   1. Subscriptions shall automatically renew at the end of each relevant Subscription Period;
   2. The Supplier agrees that it shall incur a charge equal to the Subscription Price and that Yotspot may use the details of the debit or credit card which was used in connection with the Subscription Price paid upon registration for the Subscription; and
   3. In the event that the Supplier's debit or credit card details have changed since the payment made upon registration for the Subscription, Yotspot will not automatically renew the Supplier’s Subscription and the Supplier acknowledges that it will be required to pay the current Subscription Price in order to obtain continued access to the Subscription Features of the Marketplace.
4. In respect of the Provider’s refund policy as set out on the Provider’s Profile, the Provider acknowledges and agrees that:
   1. It is the responsibility of the Provider to communicate its refund policy to Attendees;
   2. It is the responsibility of the Provider to issue refunds to Attendees;
   3. The Provider’s refund policy must:
      1. Be consistent with the Terms & Conditions and the Website; and
      2. Must communicate to Attendees all relevant time periods applicable to Attendees.
   4. It is the responsibility of the Provider to liaise directly with the Attendee in the event that the Provider wishes to amend or cancel a Class, and to organise mutually convenient alternative arrangements between the Provider and the Attendee;
   5. In the event that mutually convenient alternative arrangements cannot be organised between the Provider and the Attendee, the Provider agrees to issue a full refund to the Attendee;
   6. All communications or disputes regarding refunds are between the Provider and Attendee. Yotspot is not responsible or liable for (and the Provider hereby indemnifies Yotspot against), refunds, errors in issuing refunds, or lack of refunds in connection with the Provider’s use of the Marketplace or the Website;

PERFORMANCE

1. Time is not of the essence in relation to the performance of the Services. Yotspot shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
2. Yotspot shall not be liable for any delay in or failure of performance caused by:
   1. The Provider's failure to provide Yotspot with adequate instructions for performance or otherwise relating to the Services;
   2. Force Majeure.
3. Yotspot strongly recommends that the Provider conducts its own investigations before entering into any agreement with Attendees in respect of any Classes.
4. Any information and/or documentation pertaining to any Attendees introduced by Yotspot to the Provider is for the sole use of the Provider in connection with a Booking, and the Provider agrees that such information and/or documentation will not be disclosed to any third party without Yotspot’s express written consent.
5. For the avoidance of doubt, Yotspot facilitates the introduction of Attendees to the Provider, and the Provider agrees that any agreement entered into between the Provider and the Attendees following such an introduction by Yotspot is the sole responsibility of the Provider.
6. Yotspot reserves the right to deactivate and/or suspend the Provider’s access to the Marketplace in the event that the Provider breaches a provision of these Terms & Conditions.
7. During the performance of the Services, the Marketplace will allow Providers to:
   1. Promote and offer Classes;
   2. Upload information about the Provider and the Classes via the Provider’s Profile, including information relating to gross cost of a Class, location, availability, times, dates, relevant experience, teaching style and refund policy;
   3. Where the Supplier has a valid Subscription, complete Bookings via the Supplier Website.
8. Where a provider has a valid Subscription and access to the Subscription Features, in respect of the Provider accepting Bookings from Attendees:
   1. The Marketplace is the software platform for enabling Bookings between Attendees and the Provider. Attendees will contract with the Providers on the Provider’s terms and conditions as available on the Supplier Website;
   2. In accepting Bookings via the Supplier Website, the Provider agrees that any certification that forms part of the Provider’s Class will be forwarded to the Attendee and not Yotspot.
9. The Provider acknowledges and agrees that Yotspot will monitor e-mail communications engaged in via the Marketplace between the Provider and any Attendee.
10. The Provider acknowledges and agrees that the technical processing and transmission of the Website and the Marketplace, including any information uploaded to the Provider’s Profile, may involve transmissions over various networks and/or may be altered to conform and adapt to the technical requirements of connecting networks or devices.
11. The Provider acknowledges and agrees that Yotspot will request that Attendees rate and write a review of their experience. Yotspot will display the Attendee's review on the Website. The Provider will be able to respond to all reviews using the Provider’s Profile.
12. In respect of information uploaded by the Provider to the Provider’s Profile:
    1. The Provider acknowledges and agrees that it is responsible and liable for any information uploaded by the Provider to the Provider’s Profile.
    2. The Provider will not upload to the Provider’s Profile and/or to the Marketplace any information which:
       1. Is unlawful, harmful, threatening, harassing, defamatory, obscene, libellous, invasive of another's privacy, or infringes upon another person or entity's Intellectual Property Rights;
       2. Involves impersonating any person or entity, or falsely stating or misrepresenting the Provider’s affiliation with a person or entity;
       3. The Provider does not have a right to make available;
       4. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
13. The Provider acknowledges and agrees that Yotspot does not check or verify any information uploaded by the Provider to the Provider’s Profile in connection with the Marketplace, but that Yotspot retains the right to monitor, alter, edit, or remove any information uploaded by the Provider to the Provider’s Profile, in whole or in part. For the avoidance of doubt, any information uploaded by the Provider to the Provider’s Profile may be reported to Yotspot by contacting Yotspot via e-mail.
14. The Provider acknowledges and agrees that Yotspot may store information uploaded by the Provider to the Provider’s Profile and may also disclose information uploaded by the Provider to the Provider’s Profile for any reason, including as may be required by law.

WARRANTY

1. Yotspot warrants that the Services shall:
   1. Conform in all material respects to their description;
   2. Be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.
2. The Provider warrants that:
   1. It has provided Yotspot with all relevant, full and accurate information as to the Provider’s business and needs;
   2. It has provided and maintains on this Website true, accurate, current and complete information about the Provider and the Provider’s services and Classes as required by the Website;
   3. The gross cost of a Class offered via the Marketplace is not more expensive than the cost of the same Class charged via any alternative direct or indirect sales channels;
   4. It will not correspond or communicate in any way with any Attendee without using the Marketplace communications system;
   5. It provides specialist skills, knowledge and experience and will not hold itself out as being a sub-contractor or employee of Yotspot;
   6. It is solely responsible for the performance and quality of the Classes;
   7. It is solely responsible in conducting any searches or enquiries into the identity of Attendees;
   8. It is solely responsible for setting the method, timing and basis on which Classes are to be provided;
   9. It will not, and will not permit directly or indirectly anyone else to, modify or reproduce any part of the Marketplace or the Website;
   10. It will not, and will not permit directly or indirectly anyone else to, reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Marketplace, unless permitted by law;
   11. It will not, and will not permit directly or indirectly anyone else to, engage in any activity whatsoever that interferes with, or disrupts, the functionality of the Marketplace;
   12. It will not use this Website to disseminate offensive content. In the event that content relating to a Class is considered offensive, in Yotspot’s sole discretion, such content shall be removed from the this Website;
   13. It will use this Website only in respect of genuine Classes. For the avoidance of doubt, any Class suspected of being fake, spam or non-genuine will be removed;
   14. It will only use this Website to disseminate content owned by the Provider, including in respect of Classes.
3. Except as set out in this clause 6:
   1. Yotspot gives no warranty and makes no representations in relation to the Services; and
   2. Shall have no liability for their failure to comply with the warranty in clause 6.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
4. For the avoidance of doubt, Yotspot gives no representation or warranty as to the uninterrupted, continuous, secure or error-free operation of the Website or the Marketplace.

INDEMNITY AND INSURANCE

1. The Provider shall indemnify, and keep indemnified, Yotspot from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Yotspot as a result of or in connection with the Provider’s breach of any of the Provider’s obligations under the Contract.
2. The Provider shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract and under any relevant legislation, including any and all obligations in respect of the Classes. On request, the Provider shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time as applicable.

LIMITATION OF LIABILITY

1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
2. Subject to clauses 8.5 and 8.6, Yotspot’s total liability shall not exceed the value of the Contract.
3. Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for consequential, indirect or special losses.
4. Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for any of the following (whether direct or indirect):
   1. Loss arising out of or in connection with Attendees attending any Classes;
   2. Loss of profit;
   3. Loss or corruption of data;
   4. Loss of use;
   5. Loss of production;
   6. Loss of contract;
   7. Loss of opportunity;
   8. Loss of savings, discount or rebate (whether actual or anticipated);
   9. Harm to reputation or loss of goodwill.
5. The limitations of liability set out in clauses 8.2 to 8.4 shall not apply in respect of any indemnities given by either party under the Contract.
6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
   1. Death or personal injury caused by negligence;
   2. Fraud or fraudulent misrepresentation;
   3. Any other losses which cannot be excluded or limited by applicable law;
   4. Any losses caused by wilful misconduct.
7. Yotspot reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, the Marketplace (or any part thereof) for any reason with or without notice. The Provider acknowledges and agrees that Yotspot shall not be liable to the Provider or any third party for any loss caused by modification, suspension or discontinuance of the Marketplace.

INTELLECTUAL PROPERTY

1. All Intellectual Property Rights arising out of or in connection with the Services are owned by Yotspot.
2. All Intellectual Property Rights arising out of or in connection with the Website and the Marketplace are owned by Yotspot.
3. Yotspot grants the Provider, for the duration of the Contract, a non-exclusive, non-transferable, revocable right and licence to use the Marketplace in accordance with these Terms & Conditions and any written instructions provided by Yotspot in relation to the Marketplace.
4. The Provider grants Yotspot, a non-exclusive, transferrable, irrevocable, worldwide, perpetual, royalty-free, right and licence to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit any information uploaded by the Provider to the Provider’s Profile, in whole or in part, in any media for any purpose whatsoever, without compensation to the Provider.
5. The Provider warrants that it has all rights, power and authority necessary to grant the license in accordance with clause 9.4.
6. The Provider warrants that any information uploaded by the Provider to the Provider’s Profile:
   1. Does not infringe the rights of any third party; and
   2. Complies with all applicable UK laws and regulations.
7. Third party company, product, and service names used in connection with the Marketplace may be trademarks or service marks owned by such third parties.

CONFIDENTIALITY & ANNOUNCEMENTS

1. The Provider shall keep confidential all Confidential Information of Yotspot and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
   1. Any information which was in the public domain at the date of the Contract;
   2. Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
   3. Any information which is independently developed by the Provider without using information supplied by Yotspot; or
   4. Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract; Except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause 10.5 relates.
2. The Provider agrees that any Confidential Information received from Yotspot and stored either electronically or physically will be deleted or destroyed within 20 Business Days, unless the Provider notifies Yotspot of a lawful reason for storing such Confidential Information.
3. The Provider agrees that under no circumstances shall any Confidential Information (including, but not limited to, information and/or documentation relating to Attendees) received by the Provider via Yotspot be shared with any third party without the permission of the Attendees in question.
4. This clause shall remain in force in perpetuity.
5. To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause 11.

PROCESSING OF PERSONAL DATA

1. The parties agree that the Provider is a Controller and that Yotspot is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Provider shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Provider shall ensure all instructions given by it to Yotspot in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
2. Yotspot shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
3. The Provider shall indemnify and keep indemnified Yotspot against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Provider of its obligations under this clause 11.
4. Yotspot shall:
   1. Only process (and shall ensure Yotspot Personnel only process) the Protected Data in accordance with schedule 1 and the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Provider of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
   2. If Yotspot believes that any instruction received by it from the Provider is likely to infringe the Data Protection Laws it shall promptly inform the Provider and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
5. Taking into account the state of technical development and the nature of processing, Yotspot shall implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
6. Yotspot shall:
   1. Not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Provider;
   2. Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11 that is enforceable by Yotspot and ensure each such Sub-Processor complies with all such obligations;
   3. Remain fully liable to the Provider under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
   4. Ensure that all persons authorised by Yotspot or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
7. The Provider authorises the appointment of the Sub-Processors as agreed between the parties in writing from time to time.
8. Yotspot shall (at the Provider's cost):
   1. Assist the Provider in ensuring compliance with the Provider’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Yotspot; and
   2. Taking into account the nature of the processing, assist the Provider (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Provider’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
9. Yotspot shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Provider.
10. Yotspot shall, in accordance with Data Protection Laws, make available to the Provider such information that is in its possession or control as is necessary to demonstrate Yotspot's compliance with the obligations placed on it under this clause 11 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Provider (or another auditor mandated by the Provider) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 11.10).
11. Yotspot shall notify the Provider without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
12. On the end of the provision of the Services relating to the processing of Protected Data, at the Provider’s cost and the Provider’s option, Yotspot shall either return all of the Protected Data to the Provider or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Yotspot to store such Protected Data. This clause 11 shall survive termination or expiry of the Contract.

FORCE MAJEURE

1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
   1. Promptly notifies the other of the Force Majeure event and its expected duration; and
   2. Uses best endeavours to minimise the effects of that event.
2. If, due to Force Majeure, a party:
   1. Is or shall be unable to perform a material obligation; or
   2. Is delayed in or prevented from performing its obligations for a continuous period exceeding 10 Business Days;
   The other party may, within 20 Business Days, terminate the Contract on immediate notice.

TERMINATION

1. The Supplier may terminate the Subscription at any time by giving written notice to Yotspot via e-mail at least 24 hours before the end of the Subscription Period. For the avoidance of doubt, in the event that the Supplier does not provide such notice to Yotspot 24 hours before the end the Subscription Period, the Supplier will be liable for the Subscription Price in respect of the next Subscription Period in accordance with clause 4.3. Where the Provider is accessing the Marketplace without a valid Subscription, the Provider may terminate the Contract at any time by giving written notice to Yotspot via e-mail or by deleting the Provider’s Profile.
2. Yotspot may terminate the Contract or any other contract which it has with the Provider at any time by giving notice in writing to the Provider if:
   1. The Provider commits a material breach of the Contract and such breach is not remediable;
   2. The Provider commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;
   3. The Provider has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 10 Business Days after Yotspot has given notification that the payment is overdue; or
   4. Any consent, licence or authorisation held by the Provider is revoked or modified such that the Provider is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
3. Yotspot may terminate the Contract at any time by giving notice in writing to the Provider if the Provider:
   1. Stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
   2. Is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Yotspot reasonably believes that to be the case;
   3. Becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
   4. Has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
   5. Has a resolution passed for its winding up;
   6. Has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
   7. Is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;
   8. Has a freezing order made against it;
   9. Is subject to any recovery or attempted recovery of items supplied to it by a Yotspot retaining title in those items;
   10. Is subject to any events or circumstances analogous to those in clauses 13.3.1 to 13.3.9 in any jurisdiction;
   11. Takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 13.3.1 to 13.3.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
4. Yotspot may terminate the Contract at any time by giving not less than 1 months’ notice in writing to the Provider for any reason, or in the event that Provider undergoes a change of control.
5. The right of Yotspot to terminate the Contract pursuant to clause 13.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
6. If the Provider becomes aware that any event has occurred, or circumstances exist, which may entitle Yotspot to terminate the Contract under this clause 13, it shall immediately notify Yotspot in writing.
7. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Yotspot at any time up to the date of termination.

ENTIRE AGREEMENT

1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
3. Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.

VARIATION

1. No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms & Conditions and is duly signed or executed by, or on behalf of, Yotspot.

ASSIGNMENT

1. The Provider may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Yotspot’s prior written consent.

NO PARTNERSHIP OR AGENCY

1. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

THIRD PARTY RIGHTS

1. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

GOVERNING LAW

1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

JURISDICTION

1. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).