Terms of Sale

BACKGROUND: 

These Terms of Sale, together with any and all other documents referred to herein, set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to Consumers and Business Customers (both such terms as defined below) through this website, https://flipwp.co (“Our Site”).  Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription.  You will be required to read and accept these Terms of Sale when ordering a Subscription.  If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription and access Paid Content through Our Site.  These Terms of Sale, as well as any and all Contracts are in the English language only.

  1. Definitions and Interpretation 
    1. In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Business Customer”


“Consumer”


“Contract”		means business customers (companies, limited liability partnerships) purchasing Subscriptions and accessing Paid Content in the course of business; means individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession);
means a contract for the purchase of a Subscription to access Paid Content, as explained in Clause 6;
“Paid Content”means the digital content sold by Us through Our Site which includes a listing of digital product businesses which sellers have listed on Our Site for sale to potential purchasers from time to time;
“Subscription”means a subscription to Our Site providing access to Paid Content;
“Subscription Confirmation”means our acceptance and confirmation of your purchase of a Subscription;
“Subscription ID”
“Subscription Period”		means the reference number for your Subscription;
means a period of 12 months;
“We/Us/Our”means FORWARDFLIP LIMITED, a company registered in England under company number 13450738, whose registered address is 43 Poole Road, Bournemouth, England, BH4 9DN.
  1. Information About Us
    1. Our Site, https://flipwp.co is owned and operated by FORWARDFLIP LIMITED, a limited company registered in England under company number 13450738, whose registered address is 43 Poole Road, Bournemouth, England, BH4 9DN. 
    2. We list a number of sellers on Our Site for you to explore potential opportunities to purchase digital product businesses from them. You should satisfy yourself that you wish to purchase those digital product businesses before contracting with the seller.
    3. The information listed on Our Site is intended to facilitate the purchases and sale of digital product businesses. You should only contact an advertiser advertising on Our Site if you have a genuine interest in purchasing the business being offered. Use of this Site to collect information on, or make contact with persons for any commercial purpose, including but not limited to making contact to offer you or any third party’s goods or services, or otherwise seeking to solicit business in any way is strictly forbidden.
    4. Any contract for the purchase of a business listed on Our Site is negotiated, formed and entered into between you and the seller of such business. We shall assume no responsibility, costs, liabilities, expenses arising out of or in connection with any such sale.
  1. Age Restrictions and Access
    1. Consumers may only purchase Subscriptions and access Paid Content through Our Site if they are at least 18 years of age.
    2. Access to Our Site is free of charge.
    3. It is your responsibility to make any and all arrangements necessary in order to access Our Site.
    4. Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
    5. Use of Our Site is subject to Our Website Terms of Use https://flipwp.co/terms-of-use/. Please ensure that you have read them carefully and that you understand them.
  1. Consumers and Business Customers
    1. If you are a Consumer We only permit access to Paid Content to you for domestic and private use.
    2. If you are a Business Customer you acknowledge and agree that these Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and Paid Content from Us.  You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
  1. Subscriptions, Paid Content, Pricing and Availability
    1. Payments for a Subscription will be charged by Us at the point of purchase and for renewals will be taken within 24 hours prior to the expiry of the then-current Subscription Period. At the end of your current Subscription Period, Your Subscription shall automatically renew into a new Subscription Period unless you cancel the auto-renew in your account area at least 24 hours before the end of the then current Subscription period.
    2. If you wish to terminate your Subscription, you may do so at any time within your current Subscription Period by emailing: hello@flipwp.co. Terminating a Subscription will result in you being unable to access Paid Content at the end of the then-current Subscription Period.
    3. If you terminate a Subscription, any user generated content such as listings you have created on Our Site will be retained unless you contact us expressing otherwise, at: hello@flipwp.co.
    4. We make reasonable efforts to ensure that the Paid Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) as to the accuracy of the Paid Content nor that it is complete, or up to date. 
    5. We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription.  We will inform you of any change in price at least 14 days before the change is due to take effect.  If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 11.2 in respect of Consumers and sub-Clause 12.1 in respect of Business Customers.
    6. Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues.  These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content.  However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.
    7. In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform you at least 14 days before the changes are due to take effect.  If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 11.2 in respect of Consumers and sub-Clause 12.1 in respect of Business Customers.
    8. Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
    9. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. 
    10. All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, we will simply charge you the lower amount and continue processing your order.  If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it).  We will not proceed with processing your order in this case until you respond.  If We do not receive a response from you within 7 days, We will treat your order as cancelled and notify you of this in writing.
    11. If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error.  You may, however, have the right to cancel the Contract if this happens.  If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 13.4.
    12. If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.
    13. Prices on Our Site are shown exclusive of VAT.
  1. Orders – How Contracts Are Formed
    1. Our Site will guide you through the process of purchasing a Subscription.  Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.
    2. If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end.  We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.
    3. No part of Our Site constitutes a contractual offer capable of acceptance.  Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your order does not mean that we have accepted it.  Our acceptance is indicated by Us sending you a Subscription Confirmation by email.  Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.
    4. Subscription Confirmations shall contain the following information:
      1. Your Subscription ID;
      2. Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;
      3. Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges;
      4. The commencement of the Subscription Period and duration of your Subscription (including the start date, and the renewal date);
      5. Confirmation of your acknowledgement that the Paid Content will be made available to you immediately and that if you are a Consumer you will lose your legal right to change your mind and cancel upon accessing the Paid Content as detailed below in sub-Clause 11.1;
    5. In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing.  No payment will be taken under normal circumstances.  If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 7 days.
    6. Any refunds under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
    7. Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription.
  1. Payment
    1. Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process your order and send you a Subscription Confirmation (this usually occurs immediately and you will be shown a message confirming your payment) on each renewal date.
    2. We accept the following methods of payment on Our Site:
      1. Card payments accepted by the Stripe payment processor
    3. If you do not make any payment due to Us on time, We will suspend your access to the Paid Content. For more information, please refer to sub-Clause 8.5.  If you do not make payment within 7 days of Our reminder, We may cancel the Contract.  Any outstanding sums due to Us will remain due and payable.
    4. If you believe that We have charged you an incorrect amount, please contact Us at hello@flipwp.co as soon as reasonably possible to let us know. You will not be charged for Paid Content while availability is suspended.  
  1. Provision of Paid Content
    1. Paid Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until you end the Contract.
    2. By placing an order for a Subscription, you acknowledge and agree that We are reliant on Our sellers to inform Us of any changes and availability of the Paid Content for sale on Our Site. If you respond to any listing within Paid Content on Our Site, you will be entering into direct correspondence with the seller. We can accept no responsibility for any action that follows such enquiry.
    3. When you place an order for a Subscription, you will be required to expressly acknowledge that you wish the Paid Content to be made available to you immediately. If you are a Consumer You will also be required to expressly acknowledge that by accessing (e.g. accessing) the Paid Content, you will lose your legal right to cancel if you change your mind (the “cooling-off period”).  Please see sub-Clause 11.1 for more information.
    4. In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
      1. To fix technical problems or to make necessary minor technical changes as described above in sub-Clause 5.6;
      2. To update the Paid Content to comply with relevant changes in the law or other regulatory requirements as described above in sub-Clause 5.6;
      3. To make more significant changes to the Paid Content, as described above in sub-Clause 5.7.
    5. If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.4, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons, in which case We will inform you as soon as reasonably possible after suspension). If the suspension lasts (or We tell you that it is going to last) for more than 24 hours, you may end the Contract as described below in sub-Clause 11.4 (Consumers) and sub-Clause 12.2 (Business Customers).
    6. We may suspend provision of the Paid Content if We do not receive payment on time from you.  We will inform you of the non-payment on the due date, however if you do not make payment within 24 hours of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from you.  If We do suspend provision of the Paid Content, We will inform you of the suspension. You will not be charged for any Paid Content while provision is suspended.
  1. Licence
    1. If You are a Consumer, when you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for personal, non-commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).
    2. If You are a Business Customer, When you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).
    3. Either licence granted under sub-Clause 9.1 or 9.2 is subject to the following usage restrictions and/or permissions:
      1. You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).
  1. Problems with the Paid Content

THIS CLAUSE 10 APPLIES TO CONSUMERS ONLY AND NOT BUSINESS CUSTOMERS)

  1. By law, if you are a Consumer, We must provide digital content that is of satisfactory quality, fit for purpose, and as described. If any Paid Content available through your Subscription does not comply, please contact Us as soon as reasonably possible to inform Us of the problem.  
  2. Please note that We will not be liable under this Clause 10 if We informed you of the fault(s) or other problems with particular Paid Content before you accessed it and it is that same issue that has now caused the problem (for example, if the Paid Content in question is an alpha or beta version and We have warned you that it may contain faults that could harm your device or other digital content); if you have purchased the Paid Content for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from your use of the Paid Content for that purpose; or if the problem is the result of misuse or intentional or careless damage.
  3. If there is a problem with any Paid Content, please contact Us at hello@flipwp.co to inform Us of the problem.
  4. Refunds (whether full or partial, including reductions in price) under this Clause 10 will be issued within 14 calendar days of the day on which We agree that you are entitled to the refund.
  5. Refunds under this Clause 10 will be made using the same payment method that you used when purchasing your Subscription.
  6. For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office.
  1. Cancelling Your Subscription

THIS CLAUSE 11 APPLIES TO CONSUMERS ONLY AND NOT BUSINESS CUSTOMERS)

  1. If you are a Consumer, by default you have a legal right to a “cooling-off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund.  The period begins once We have sent you your Subscription Confirmation (i.e. when the Contract between you and Us is formed) and ends when you access (e.g. download or stream) the Paid Content, or 14 calendar days after the date of Our Subscription Confirmation, whichever occurs first.
  2. After the cooling-off period, you may cancel your Subscription at any time, however subject to sub-Clause 11.3 and Clause 12, We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
  3. If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access any Paid Content.  Provided you have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund.  If you have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and you will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).
  4. If you wish to exercise your right to cancel under this Clause 11,please contact Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Subscription ID.
  5. We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.
  6. Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.
  7. Refunds under this Clause 11 will be made using the same payment method that you used when purchasing your Subscription.
  1. Ending Your Subscription

THIS CLAUSE 11 APPLIES TO BUSINESS CUSTOMERS ONLY AND NOT TO CONSUMERS

  1. If you are a Business Customer, You may cancel your Subscription at any time, however subject to Clause 13 (outlining your rights to cancel arising due to something done by Us), We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
  2. If you wish to exercise your right to cancel under this Clause 12, please contact Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Subscription ID.
  3. We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.
  1. Your Other Rights to End the Contract
    1. You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription or the Paid Content (as described in sub-Clause 5.5), or to these Terms of Sale that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, We will issue you with a pro-rated refund equal to the remaining time left in that Subscription.  If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access to the Paid Content until that date.
    2. If We have suspended availability of the Paid Content for more than 7 days, or We have informed you that We are going to suspend availability for more than 7 days, you may end the Contract immediately, as described in sub-Clause 8.4.  If you end the Contract for this reason, We will issue you with a partial refund.
    3. If availability of the Paid Content will be significantly delayed because of events outside of Our control, you may end the Contract immediately.  If you end the Contract for this reason, We will issue you with a  partial refund.
    4. If We inform you of an error in the price or description of your Subscription or the Paid Content and you wish to end the Contract as a result, you may end it immediately.  If you end the Contract for this reason, We will issue you with a partial refund.
    5. You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.  For more details of your legal rights as a Consumer, please refer to your local Citizens Advice Bureau or Trading Standards Office.
    6. Refunds under this Clause 13 will be made within 14 calendar days of the date on which your cancellation becomes effective, using the same payment method that you used when purchasing your Subscription.
    7. If you wish to exercise your right to cancel under this Clause 13, please contact Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Subscription ID.
    8. We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.
  1. Our Liability to Business Customers
    1. Subject to sub-Clause 14.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
    2. Subject to sub-Clause 14.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total sums paid by you under the contract in question.
    3. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
    4. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
    5. If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
      1. We will inform you as soon as is reasonably possible;
      2. We will take all reasonable steps to minimise the delay;
      3. To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
      4. We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;
      5. If the event outside of Our control continues for more than 30 days We will cancel the Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription;
      6. If an event outside of Our control occurs and continues for more than 14 days and you wish to cancel the Contract as a result, you may do so by contacting Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Subscription ID. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 30 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription.
  1. Our liability to Consumers
    1. We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
    2. Our Paid Content made available to Consumers is intended for non-commercial use only. We make no warranty or representation that the Paid Content is fit for commercial, business or industrial use of any kind.  We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
    3. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
    4. We shall not be liable to you in connection with this agreement in contract, tort (including negligence) or otherwise for any loss of profit, anticipated savings or data (in each case whether direct or indirect) or any indirect loss. 
    5. Our aggregate liability to you in connection with this agreement shall not exceed the value of the Paid Content ordered by you.
    6. Nothing in these Terms of Sale seeks to exclude or limit your legal rights as a consumer.  For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
  1. Contacting Us

If you wish to contact Us with (1) general questions or complaints (2) matters relating to the Paid Content or your Subscription (3) matters relating to cancellations you may contact Us by email at hello@flipwp.co.

  1. Complaints and Feedback
    1. We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
    2. If you wish to complain about any aspect of your dealings with Us, please contact Us by email, addressed to hello@flipwp.co. 
  1. How We Use Your Personal Information (Data Protection)
    1. All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.
    2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy https://flipwp.co/privacy/.
  1. Other Important Terms
    1. We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing.  Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.
    2. The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
    3. If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of Sale.  The remainder of these Terms of Sale shall be valid and enforceable.
    4. No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
    5. We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clauses 11.2 and 12.1 above).
  1. Law and Jurisdiction
    1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
    2. If you are a Consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 20.1 above takes away or reduces your rights as a consumer to rely on those provisions.
    3. If you are a Consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency. 
    4. If you are a Business Customer, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.