IMPORTANT – BY CREATING AN ACCOUNT OR BY USING THE MAGIC MINUTES SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Magic Minutes Limited incorporated and registered in England and Wales with company number 10245896 whose registered office is at Unit 2 Nexus, Roushill, Shrewsbury, SY1 1PT, UK (Magic Minutes)
“You” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorised to agree to such terms on behalf of such entity, then “You” refers to such entity. If You are accessing the Service on behalf of Your employer, you represent and warrant that You have the authority to agree to this Agreement on its behalf. (You)
(B) This Agreement is a legal agreement between You and Magic Minutes for use of the Service. If You do not agree with the terms of this Agreement, do not use the Service. Magic Minutes reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to the use of the Service on the free-to use basis. By using the Service, You signify Your irrevocable acceptance of this Agreement. The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
(C) The Service includes and is limited to a service, website, or mobile application that allows You access to and use a single Magic Minutes account. “Magic Minutes” from herein refers to the online minute-taking (both free-to-use and subscription plans) and meeting management software. The Service may include but is not limited to, text, data, information, uploaded content, videos, audio files, software, scripts, user comments which will be made accessible on or through the Service (collectively “Content”). Subject to these Terms of Service, Magic Minutes grants to You and each user of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e. to download and display locally) Content solely for purposes of using the Service. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Service is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. For the purposes of these Terms of Service, “Content” also includes all Your Data (as defined below).
(D) Part of the Service is made available on a free-to-use basis (Free-to-Use Plan) for which you must provide a valid electronic mail address which will be used for verification purposes before meeting content is distributed.
(E) The Service can also be accessed via a valid Account. To acquire an account You must provide Magic Minutes with an electronic mail address, name and password (Registration Data). You are responsible for ensuring the confidentiality of the Registration Data and access to your Account. You maintain full responsibility for activities that occur within your Account. You warrant to immediately notify Magic Minutes of any unauthorised access to your account or any other breaches. You also warrant to log out of your Account at the end of each session of using the Service. Magic Minutes will not be held liable for any loss or damages that occur from You failing to comply with this procedure.
(F) Without limiting aforementioned, the Service is not developed, designed or licensed for use in situations or environments that require fail-safe controls.
(G) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this agreement.
The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors who are authorised by You to use the Services and the Documentation, as further described in Clause 2.2(d).
Billing Data: the billing information you will provide to Magic Minutes in order to access the Subscription Plans
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: [shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.]
Documentation: the documentation made available to You online via www.magicminutes.co.uk or such other web address notified by Magic Minutes to You from time to time which sets out a description of the Service and instructions for its use.
Effective Date: the date You begin using the Service.
Free-to-use Plan: the part of the Service that is made available to You without charge and which is limited to use of the minute-taking application to record the minutes and actions from a meeting and send out emails to meeting participants.
Normal Business Hours: [9.00 am to 6.00 pm] local UK time, each Business Day.
Renewal Period: the period described in Clause 14.1.
Software: the online software applications provided by the Supplier as part of the Service.
Subscription Fee: the payment of the monthly subscription fee for access to the Subscription Plans
Subscription Plans: the additional parts of the Service that are made available to You as a paid upgrade
Subscription Term: has the meaning given in Clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: the Magic Minutes policy for providing support in relation to the Service as made available at www.magicminutes.co.uk or such other website address or telephone number as may be notified to You from time to time.
Your Account: the part of the Service that is dedicated to Your Data and that can only be accessed via your Registration Data.
Your Data: the data or Content inputted by You or Authorised Users, for the purpose of using the Services or facilitating Your use of the Service.
Your Subscription: the subscription(s) purchased by You pursuant to Clause 9.1 which entitle You and any Authorised Users to access and use the Service and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written includes faxes but not e-mail.
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
- YOUR SUBSCRIPTION
Subject to You purchasing a Subscription Plan in accordance with Clause 3.3 and Clause 9.1, the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, Magic Minutes hereby grants to You a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term.
In relation to the Authorised Users, You undertake that:
(a) You have the permission to use the electronic mail address(es) of Authorised Users for the purposes of inviting them to attend meetings, update actions or upload reports as per the design of the Service.
You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to Clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; and
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
The rights provided under this Clause 2 are granted to You only.
- FREE-TO-USE PLAN
If You use the Free-to-Use Plan, You agree to abide by the restrictions set out in Clause 2 and the other terms and conditions of this agreement. Magic Minutes hereby grants to You a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Service and the Documentation as part of the Free-to-Use Plan.
Magic Minutes shall, during the Subscription Term, provide the Service and make available the Documentation to You on and subject to the terms of this agreement.
Magic Minutes shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Magic Minutes has used reasonable endeavours to give You at least 6 Normal Business Hours’ notice in advance.
Magic Minutes will, as part of the Service provide You with appropriate level of customer support services as dictated by the Subscription Plan during Normal Business Hours in accordance with Supplier’s Support Services Policy in effect at the time that the Service is provided. Magic Minutes may amend the Support Services Policy in its sole and absolute discretion from time to time.
- YOUR DATA
You shall own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. You agree that Magic Minutes may store and display Your Data to both You and any Authorised Users as required by the use of the Software. You understand that Your Data is Your sole responsibility and You are responsible for all data, content, comments or opinions uploaded or expressed via Your Account or via a meeting held using the Free-to-Use Plan. In using this Service you acknowledge that you may be exposed to Content (e.g. comments, opinions, etc.) that You may find objectionable or offensive. Under no circumstances will Magic Minutes be liable for any Content uploaded or expressed by You or an Authorised User.
Magic Minutes shall follow its archiving procedures for Your Data as set out in its Back-Up Policy available at www.magicminutes.co.uk, as such document may be amended by Magic Minutes in its sole discretion from time to time. In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for Magic Minutes to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of Your Data maintained by Magic Minutes in accordance with the archiving procedure described in its Back-Up Policy. Magic Minutes shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by Magic Minutes to perform services related to Your Data maintenance and back-up).
If Magic Minutes processes any personal data on Your behalf when performing its obligations under this agreement, the parties record their intention that You shall be the data controller and Magic Minutes shall be a data processor and in any such case:
(a) You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where You and the Authorised Users are located in order to carry out the Service and Magic Minutes’ other obligations under this agreement;
(b) You shall ensure that You are entitled to transfer the relevant personal data to Magic Minutes so that Magic Minutes may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf;
(c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) Magic Minutes shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by You from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
You recognise that Magic Minutes does not screen Your Data or that of Authorised Users however in instances where we have reports of Content that is in breach of this Agreement we reserve the right to refuse, modify or remove Content that is available via the Service.
- THIRD PARTY PROVIDERS
- MAGIC MINUTES’ OBLIGATIONS
Magic Minutes undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Magic Minutes’s instructions, or modification or alteration of the Service by any party other than Magic Minutes or Magic Minutes’ duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Magic Minutes will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, Magic Minutes:
(a) does not warrant that Your use of the Service will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by You through the Service will meet the Your requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent Magic Minutes from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
Magic Minutes warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
- YOUR OBLIGATIONS
(a) provide Magic Minutes with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Magic Minutes;
in order to provide the Service, including but not limited to Your Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, Magic Minutes may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Magic Minutes, its contractors and agents to perform their obligations under this agreement, including without limitation the Service;
(f) ensure that its network and systems comply with the relevant specifications provided by Magic Minutes from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Magic Minutes’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
- CHARGES AND PAYMENT
You shall pay the Subscription Fees to Magic Minutes for the User Subscriptions in accordance with this Clause 9.
Credit cards are the only payment method Magic Minutes will accept for payment of Subscription Plans. You shall on the Effective Date provide to Magic Minutes valid, up-to-date and complete credit card details and shall provide:
(a) Your credit card details to Magic Minutes, You hereby authorises Magic Minutes to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to Clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) Current details relating to your credit card such as card number, card name, billing address, card expiration date (collectively, the “Billing Data”). You will be responsible for ensuring that Your Billing Data is current to maintain access to Your Account.
(c) If your Account has a Subscription Plan the credit card that You provide as part of the Billing Data will automatically and immediately be billed on the Effective Date. You agree that Magic Minutes may charge to Your credit card all and any amounts owing (determined by the chosen Subscription Plan) on a monthly basis or upon cancellation (as per Clause 14).
(d) Details of any potential breaches or unauthorised access to Your Account to Magic Minutes. Failure to do so may result in Magic Minutes continuing to charge your credit card for continued use of Your Subscription unless you have terminated the Agreement as outlined in Clause 14.
If Magic Minutes has not received payment within 1 days after the due date, and without prejudice to any other rights and remedies of the Magic Minutes:
(a) Magic Minutes may, without liability to You, disable Your password, account and access to all or part of the Service and the Magic Minutes shall be under no obligation to provide any or all of the Service while the Subscription Plan concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to Clause 13.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Magic Minutes’ invoice(s) at the appropriate rate.
If, at any time whilst using the Service, You exceed the amount of disk storage space specified in Your chosen Subscription Plan, Magic Minutes shall charge You in accordance with appropriate level of Subscription Plan, and You shall pay, Magic Minutes’ the Subscription Fee for the appropriate level of disk storage.
Magic Minutes shall be entitled to increase the Subscription Fees at start of each Renewal Period upon 90 days’ prior notice to You and Schedule 1 shall be deemed to have been amended accordingly.
- PROPRIETARY RIGHTS
You acknowledge and agree that Magic Minutes and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.
Magic Minutes confirms that it has all the rights in relation to the Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
- CONFIDENTIALITY [AND COMPLIANCE WITH POLICIES]
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute Magic Minutes’ Confidential Information.
Magic Minutes acknowledges that the Your Data is the Confidential Information of You.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this Clause 11 shall survive termination of this agreement, however arising.
You shall defend, indemnify and hold harmless Magic Minutes against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Service and/or Documentation, provided that:
(a) You are given prompt notice of any such claim;
(b) Magic Minutes provides reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
(c) You are given sole authority to defend or settle the claim.
Magic Minutes shall defend You against any claim that the Service or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
(a) Magic Minutes is given prompt notice of any such claim;
(b) You provide reasonable co-operation to Magic Minutes in the defence and settlement of such claim, at the Magic Minutes’ expense; and
(c) Magic Minutes is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Magic Minutes may procure the right for You to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
In no event shall Magic Minutes, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
(a) a modification of the Service or Documentation by anyone other than Magic Minutes; or
(b) Your use of the Service or Documentation in a manner contrary to the instructions given to You by Magic Minutes; or
(c) Your use of the Service or Documentation after notice of the alleged or actual infringement from Magic Minutes or any appropriate authority.
The foregoing state Your sole and exclusive rights and remedies, and Magic Minutes’ (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- LIMITATION OF LIABILITY
Except as expressly and specifically provided in this agreement:
(a) You assume sole responsibility for results obtained from the use of the Service and the Documentation by You, and for conclusions drawn from such use. Magic Minutes shall have no liability for any damages or loss caused by errors or omissions in any information, instructions or scripts provided to Magic Minutes by You in connection with the Service, or any actions taken by Magic Minutes at Your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Service and the Documentation are provided to You on an “as is” basis.
Nothing in this agreement excludes the liability of Magic Minutes:
(a) for death or personal injury caused by Minutes Minutes’ negligence; or
(b) for fraud or fraudulent misrepresentation.
(a) Magic Minutes shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) Magic Minutes’ total aggregate liability in contract [(including in respect of the indemnity at Clause 12.2)], tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for Your Subscriptions during the 12 months immediately preceding the date on which the claim arose.
- TERM AND TERMINATION
This agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:
(a) Your Subscription Fee is overdue (as per Clause 9.3) in which instance Magic Minutes will disable Your access to the Subscription Plan;
(b) Magic Minutes, at its sole discretion, at any time or for any reason, terminate the Service, this Agreement or Your Account. In such instances that Your Account is suspended or terminated, Your Account will be disabled and You may not be granted access to Your Account. Magic Minutes reserve the right to delete Your Content contained in Your Account if the issue(s) are not resolved. Residual copies of Your Content may remain on our servers for back-up purposes;
(c) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 1 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within  days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.2(d) to Clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) there is a change of control of the other party; or
(n) any warranty given by the Supplier in Clause 7.4 of this agreement is found to be untrue or misleading.
On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate [and the You shall immediately cease all use of the Services and/or the Documentation];
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Magic Minutes may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the You of the then most recent back-up of the You Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the You within 30 days of its receipt of such a written request, provided that the You has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
- FORCE MAJEURE
Magic Minutes shall have no liability to You under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on[, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
You shall not, without the prior written consent of Magic Minutes, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Magic Minutes may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
- GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).