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TERMS AND CONDITIONS

This notice is made by Cpd Logs Plus Limited, a company registered in England and Wales (company number 08548713) with a registered office address at 3B Lockheed Court, Preston Farm, Stockton-On-Tees, TS18 3SH

Our e-mail address is support@cpdlogplus.co.uk

1. INTERPRETATION
1.1 Capitalised terms used in these terms and conditions shall have the meanings set out below:-
“Agreement” means the contract formed by the acceptance of the Registration Form by us and incorporating the Terms of Subscription;
“Annual Charge” means the fees payable by you for Services provided by way of an Annual Subscription which shall amount to seventeen pounds and eighty eight pence (£17.88), or such other amount as we may notify you from time to time in accordance with clause 15.2;
“Annual Subscription” means a rolling commitment for successive periods of twelve (12) months starting on the Subscription Date and ending on the date immediately preceding the next anniversary of the Subscription Date;
“Data Protection Legislation” means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation implementing the Data Protection Directive 95/46/EC of 24 October 1995 or the Privacy and Electronic Communications Directive 2002/58/EC of 12 July 2002;
“General Terms and Conditions” means clauses 1 to 5 (inclusive) below;
“GoCardless Account” has the meaning set out at clause 10.7;
“Initial Term” the duration of the initial Annual Subscription or Monthly Subscription, as applicable;
“Intellectual Property Rights” any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill;
“Insolvency Event” each and any of the following in relation to a Party:
(a) any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to: (i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a Party; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of a Party or any of its assets; (iii) the enforcement of any security over any assets of a Party; or (iv) the attachment, sequestration, distraining upon or execution over or affecting any material asset of a Party, which in any case is not withdrawn or dismissed as soon as reasonably practicable;
(b) the Party is unable to pay its debts as they fall due or is insolvent, or the other Party perceives (acting reasonably) that to be the case; or
(c) the Party enters into a composition or arrangement with any creditor, or its creditors or any class of them;
“Licence” has the meaning set out at clause 19.1;
“Licensed Content” all works, materials and other documents, software and content supplied by us as part of the Services;
“Monthly Charge” means the fees payable by you for Services provided by way of a Monthly Subscription which shall amount to one pound and ninety nine pence (£1.99) or such other amount as we may notify you from time to time in accordance with clause 15.3;
“Monthly Subscription” means a rolling commitment for successive periods of one (1) month starting on the Subscription Date and ending on the date immediately preceding the date corresponding to the Subscription Date in the subsequent calendar month, or if there is no corresponding date, the last date in the subsequent calendar month;
“Party” means either you or us and “Parties” means both you and us;
“Personal Data” has the meaning set out in the Data Protection Act 1998 which, for the avoidance of doubt, shall include Subscriber Material;
“Privacy Policy” means the policy available at [link to be inserted];
“Registration Form” means the online registration form for the Services set out at http://app.cpdlogplus.co.uk/register to be completed and submitted to us by you;
“Registration Details” has the meaning set out in clause 18.3;
“Regulations” all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority;
“Renewal Period” has the meaning set out at clause 11;
“Services” the provision of a hosted continued professional development management web tool as further described on the Site from time to time and including the Licence;
“Site” the following websites: http://www.cpdlogplus.co.uk/, http://app.cpdlogplus.co.uk, and all associated web pages and content of each, excluding any part of the Services or the Registration Form;
“Subscriber Material” means any data, information, documents, text, images, video, audio or other multimedia content, software or other information or material provided by you to us in connection with the Services;
“Subscription Charge” means either an Annual Charge or the Monthly Charge, as applicable;
“Subscription Date” means the date on which you notify us whether you elect an Annual Subscription or a Monthly Subscription in accordance with clause 10.5;
“Term” means the Initial Term and any Renewal Period;
“Terms and Conditions” means these General Terms and Conditions, the Terms of Use and the Terms of Subscription;
“Terms of Subscription” means the terms and conditions applicable to the Services set out in “Part B – Terms of Subscription” which include the General Terms and Conditions;
“Terms of Use” means the terms and conditions applicable to the Site set out in “Part A – Terms of Use” which include the General Terms and Conditions;
“Trial Period” has the meaning set out at clause 10.2 of the Terms of Subscription;
“we”, “us” or “our” refers to Health and Care Professionals Plus Limited; and
“you” or “your” refers to the person who is using the Site as a guest or a registered user, or the person who is using the Services as a registered user.
1.2 In these Terms and Conditions, unless the context otherwise requires:
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clause are to conditions of these Terms and Conditions;
1.2.3 general words are not limited by example;
1.2.4 the terms “include(s)” or “including” shall be construed without limitation as to the generality of the preceding words;
1.2.5 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.2.6 the headings are for convenience only and shall not affect the interpretation of the Agreement;
1.2.7 references to legislation:
(a) include any secondary or subordinate legislation made under or pursuant to that legislation; and
(b) exclude any re-enactment or modification of that legislation made on or after the date of these Terms and Conditions to the extent they make either Party’s obligations more onerous; and
1.2.8 writing includes manuscript, telexes, facsimiles, emails, electronic communications delivered by the Services or Software and other permanent forms.
1.3 In the event of any conflict between:
1.3.1 the General Terms and Conditions;
1.3.2 the Terms of Subscription; and
1.3.3 the Terms of Use,
the conflict shall be resolved in the order set out above, with the terms closest to the top of the list taking precedence over any terms lower than it in the list.

2. TERMS AND CONDITIONS
2.1 The Terms of Use (together with the documents referred to in them) tell you the terms and conditions on which you may make use of the Site, whether as a guest or a registered user. Use of the Site includes accessing and browsing the Site but not registering to use the Services on the Site.
2.2 The Terms of Subscription (together with the documents referred to in them) tell you the terms and conditions on which you may register for and make use of the Services as a registered user.
2.3 We may make changes to these Terms and Conditions at any time and advise you to check the Terms and Conditions from time to time as any changes may be binding on you.

3. TRADE MARKS
You are granted no rights in relation to the Health and Care Professionals Plus name and associated logos under these Terms of Use. This Agreement grants you no rights to use the Health and Care Professionals Plus name and associated logos without our express permission to do so.

4. COOKIES
We use cookies on the Site and as part of the Services. Cookies are text files placed on your computer to collect standard Internet log information and visitor behaviour information. These cookies allow us to distinguish you from other users which helps us to provide you with a good experience when you browse and also allows us to improve the Site and Services. For further information click http://ico.org.uk/for_the_public/topic_specific_guides/online/cookies.

5. GENERAL
5.1 If any provision contained in these Terms and Conditions is found to be invalid or unenforceable, the remainder of the Terms and Conditions shall not be affected.
5.2 We run the Site and provide the Services from England and these Terms and Conditions, and your use of the Site and the Services, are governed by the laws of England and Wales.
5.3 We are not in a position to check the Site or Services comply with laws from outside England and Wales, so you will need to check compliance with the laws of other jurisdictions if you intend to use the Site or Services from outside England and Wales.
5.4 All disputes relating to the Site or the Services shall be subject to the exclusive jurisdiction of the courts of England.
5.5 No third party may enforce any part of these Terms and Conditions by virtue of the Contracts (Rights of Third Parties) Act 1999.
5.6 These Terms and Conditions set out the entire terms of any agreement between the Parties relating to its subject matter, and supersedes all representations, including all pre-contract misrepresentations and misstatements negligently or innocently made, agreements, negotiations or understandings between the Parties relating to its subject matter, except that this clause does not affect the liability of either Party for any fraudulent misrepresentation.
5.7 Our rights and remedies provided by these Terms and Conditions are cumulative and (unless otherwise provided in the Agreement) are not exclusive of any of our rights or remedies provided by law.
5.8 Any failure or neglect by us to enforce any of these Terms and Conditions shall not be construed nor deemed to be a waiver of our rights and does not affect the validity of the whole or part of these Terms and Conditions nor prejudice that Party’s rights. Any waiver by us of our rights under these Terms and Conditions does not operate as a waiver in respect of any subsequent breach.
5.9 Nothing in these Terms and Conditions shall or shall be deemed to create a partnership between the Parties.

PART A – TERMS OF USE

6. IMPORTANT INFORMATION
By using the Site you agree to comply with these Terms of Use. If you do not agree to these Terms of Use, you must not use the Site.

7. THE SITE
7.1 We are the owner or the licensee of all Intellectual Property Rights in the Site. All such rights are reserved.
7.2 Nothing in these Terms of Use grants you any legal rights in the Site other than as necessary to enable you to access and view the Site. You agree not to adjust, to try to circumvent or delete any notices contained on the Site (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Site.

8. DISCLAIMER IN RESPECT OF THE SITE
8.1 While we use reasonable efforts to include accurate and up-to-date information on the Site, we do not represent, warrant or promise (whether express or implied) that any information is or remains accurate, complete and up to date, or fit or suitable for any purpose. Any reliance you place on the information on the Site is at your own risk. Nothing in these Terms of Use shall operate to prejudice any mandatory statutory requirement or your statutory rights if you are a consumer.
8.2 Content on the Site is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites which may be of interest. It does not constitute technical, financial, or legal advice or any other type of advice and should not be relied on for any purposes.
8.3 Content on the Site is not endorsed by any professional or regulatory bodies.

9. LIABILITY IN RESPECT OF THE SITE
9.1 The Site is operated and published by us without any knowledge or notice of the circumstances in which you or anyone else may use or rely on the Site or any copy of the information, guidance or documents obtained from the Site. We operate and publish the Site without undertaking or accepting any duty of care or responsibility for the Site. You undertake to use and rely on it or them (as appropriate) entirely at your own risk, and without recourse to us or any of our licensors.
9.2 All implied warranties, conditions or undertakings which would otherwise be implied or incorporated by statute, common law or otherwise are hereby excluded except to the extent they may not be excluded or limited by law.
9.3 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site.
9.4 We assume no responsibility for the content of websites linked on the Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
9.5 We exclude all liability (whether for breach of contract, in tort (including negligence) or otherwise) to users of the Site for all or any loss, damage, cost and expense incurred or sustained by you or any other person arising from or in connection with use of the Site except that nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
9.6 You shall indemnify us and keep us fully indemnified on demand from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of the Site, your breach of these Terms of Use and/or as a result of your violation of any applicable Regulations.

PART B – TERMS OF SUBSCIPTION

10. REGISTRATION
10.1 By completing and submitting the Registration Form you make an offer to us in respect of the Services we make generally available, which, if we notify you we have accepted such offer, will constitute a binding Agreement. In registering for the Services you agree to provide accurate and up to date information as required to complete the Registration Form and keep us informed of any changes to this information.
10.2 You may register for the Services on a trial basis for a period of thirty (30) days from the date we notify you by email as having accepted the Registration Form (“Trial Period”). In order to qualify for a Trial Period, you will need to complete the Registration Form. Each person shall be entitled to a maximum of one (1) Trial Period.
10.3 These Terms of Subscription shall apply to the provision of the Services during the Trial Period in the same way as they would apply to the Agreement. In consideration for the grant of the Trial Period, you agree to be bound by these Terms of Subscription for the duration of the Trial Period.
10.4 If you wish to cancel your registration prior to the expiry of the Trial Period, you must provide notice to us at support@cpdlogplus.co.uk.
10.5 The first time that you attempt to access the Services through your registered account following the expiry of the Trial Period, you shall be required to indicate to us whether you elect an Annual Subscription or a Monthly Subscription. You shall not be entitled to access the Services until you have elected an Annual Subscription or a Monthly Subscription in accordance with this clause 10.5.
10.6 If you fail to elect an Annual Subscription or a Monthly Subscription in accordance with this clause 10.5 within six (6) months of the expiry of the Trial Period, we will cancel your registered account.
10.7 If you elect an Annual Subscription or a Monthly Subscription in accordance with clause 10.5, you will be required to create an account with GoCardless at https://gocardless.com/ (your “GoCardless Account”). Your GoCardless Account will be used for payment of the Subscription Charges for the Initial Period.
10.8 You shall use your GoCardless Account to set up a direct debit for payment of the Subscription charges for each Renewal Period.

11. TERM
The Agreement shall begin on the Subscription Date and, subject to earlier termination in accordance with its terms, shall continue in force for the Initial Term and afterwards for successive periods equal to the Initial Term (each a “Renewal Period”), subject to either Party giving not less than twenty (20) days to terminate the Services, such notice to expire at the end of the Initial Term or Renewal Period as relevant.

12. OUR OBLIGATIONS
12.1 Subject to the terms of this Agreement, and payment of the Subscription Charges by you, we shall use reasonable endeavours to supply the Services to you in accordance with the terms of the Agreement.
12.2 We may interrupt or suspend the Services without notice to you where we consider it is necessary or desirable to do so:
12.2.1 where you are in breach of the Agreement;
12.2.2 where we suspect there may be a need to so for security reasons;
12.2.3 in order comply with applicable Regulations; or
12.2.4 to avoid or prevent infringement of the rights of any third party.
12.3 We will use our reasonable endeavours to ensure that your access to the Services is not interrupted by any event within our control. We will endeavour to notify you in advance of planned downtime.
12.4 We will provide you with any reasonable technical advice and assistance by email, as you may from time to time request, to resolve technical difficulties and queries in relation to the Services. We undertake no obligation to respond to queries within a certain timeframe.

13. YOUR OBLIGATIONS
13.1 You represent, undertake and warrant that you shall:
13.1.1 immediately report any misuse of the Services or any misleading or inappropriate material on the Services that you become aware of to support@cpdlogplus.co.uk;
13.1.2 not attempt to duplicate, modify, disclose or distribute any portion of the Licensed Content, nor make them available in any way to any third party and to take all reasonable precautions to prevent any unauthorised disclosure
13.1.3 not to re-sell, re-market or otherwise distribute any portion of the Services or offer the Services to third parties;
13.1.4 not store, distribute or transmit any material through the use of the Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
13.1.5 notify us promptly of any unauthorised disclosure, use or copying of the Licensed Content of which you have notice;
13.1.6 establish and maintain all reasonable technical and organisational measures to protect against unauthorised or unlawful access to and use of the Services;
13.1.7 notify us promptly of any use of the Services in breach of the Agreement;
13.1.8 be solely responsible for providing and maintaining all computer equipment and software and telecommunications connectivity necessary for you to access the Services; and
13.1.9 be responsible for and at your own cost:
(a) obtain and maintain all necessary permissions, consents and licences to enable you to use the Services in the countries in which you access the Services;
(b) comply with all applicable conventions and codes of practice and all applicable Regulations in all relevant jurisdictions that may relate to your use of and access to the Services; and
(c) take all necessary precautions to ensure that Subscriber Materials supplied to us are free from viruses by scanning such Subscriber Materials in accordance with industry practice.
13.2 You agree not to use the Services to:
13.2.1 impersonate any person or organisation or falsely state or otherwise misrepresent yourself, or your relationship with any person or organisation;
13.2.2 use or attempt to use the registered account of any other user without the consent of that user or our prior written authorisation;
13.2.3 upload or share any unsolicited or unauthorised material or advertising;
13.2.4 upload, publish or display any personal or confidential information of any person or organisation without their prior consent;
13.2.5 upload, share or otherwise make available any material which may be defamatory, illegal, discriminatory in any way, of a sexual nature or otherwise offensive or harmful to other users of the Services or others;
13.2.6 upload, share or otherwise make available any material which is deliberately misleading or fraudulent; or
13.2.7 intimidate or harass any person or organisation.
13.3 We reserve the right to remove Subscriber Material from the Services where we consider there to be a breach of clause 13.2.

14. SUBSCRIBER MATERIAL
We reserve the right to place reasonable restrictions on the volume of Subscriber Materials which you may provide to us.

15. SUBSCRIPTION CHARGES
15.1 You shall pay the Subscription Charges for the Initial Term and each Renewal Period in advance, without set-off in respect of any of our liability. If payment is not made prior to the start of a Renewal Period, we may at our option either suspend the Services until payment is received, plus any interest charged by us, or terminate the Services without further notice to you. Where we terminate the Services pursuant to this clause we shall remain under no obligation to retain copies of the Subscriber Materials.
15.2 We may change the Subscription Charges upon thirty (30) days’ notice to you, with changes to be effective for the next Renewal Period following the end of the written notice period or on a later date specified in the written notice. If you object to a proposed change of Subscription Charge, you have the right to terminate the Agreement by notice to support@cpdlogplus.co.uk, such termination to take effect on the date of the proposed change or ten (10) days following the date the notice of termination is sent, whichever is the later.
15.3 If you fail to pay any sum due and payable under the Agreement by the due date, statutory interest from time to time shall accrue on the unpaid amount from the due date to the date of actual payment (after as well as before judgment).

16. SECURITY
During registration you will be issued with a username and password which will allow you to use your account and the materials available to registered users. You must keep the username and password confidential as you will be responsible for any unauthorised use that occurs under your account or password. You must let us know as soon as possible if you think that an unauthorised person knows your username or password or has access to your account. To ensure we maintain security we may need to refuse your access to the Services or terminate your account if we suspect an unauthorised person is attempting to access it. You agree to co-operate with any investigation relating to security that is carried out by or on behalf of us.

17. RECORD KEEPING
17.1 You shall maintain procedures to facilitate reconstruction of any lost Subscriber Materials and are responsible for carrying out all necessary back up procedures for your own benefit to ensure that Subscriber Material integrity can be maintained in the event of loss of Subscriber Materials for any reason. You agree that we will not be liable under any circumstances for any consequences arising from lost or corrupted Subscriber Materials which would not have been lost if such procedures had been maintained.
17.2 Without prejudice to clause 17.1, we will use our reasonable endeavours to ensure that Subscriber Materials are maintained securely and backed up reasonably regularly during the Term. In the event of any loss or damage to Subscriber Materials, your sole and exclusive remedy with respect to us shall be that we use reasonable endeavours to restore the lost or damaged Subscriber Materials from the latest available back up of such data that we maintain. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Materials caused by any third party (except those third parties sub-contracted by us to perform services related to data maintenance and back-up).
17.3 Where Subscriber Materials have been deleted or removed by you, or by us in accordance with your instructions, it shall be at our absolute discretion as to whether we will provide any service for the recovery of these Subscriber Materials.

18. DATA PROTECTION
18.1 All Personal Data received by us will be used in accordance with our Privacy Policy.
18.2 Your access to and use of the Services may be monitored by us for our own purposes (including, without limitation, for purposes of monitoring levels of activity and for purposes of maintaining the functional and operational integrity of the Services and for purposes of complying with applicable Regulations).
18.3 You will provide Personal Data to us by completing the Registration Form (“Registration Details”). Where you have given your permission by ticking the appropriate box, we may use your Registration Details in order to send further information about us and our products and services. We will not provide your Registration Details to any third party for marketing purposes.
18.4 You warrant that where you provide Personal Data to us pursuant to the Agreement, you have all necessary consents from relevant individuals to enable us to process such data in accordance with our Privacy Policy that by doing so you do not, and will not cause us to, breach the Data Protection Legislation.
18.5 On the termination of the Agreement for any reason, we shall be entitled to retain all Personal Data provided to us under the Agreement for a period of six (6) months in accordance with our Privacy Policy.

19. INTELLECTUAL PROPERTY RIGHTS
19.1 As part of the Services, and subject to payment of the Subscription Charges and the other terms of the Agreement, we shall grant you a non-exclusive, non-transferable, non-sub-licensable licence during the Term to use the Licensed Materials solely for the purpose of receiving the Services (“Licence”).
19.2 Pursuant to the Licence, you shall not:
19.2.1 except to the extent permitted by applicable law reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Licensed Materials;
19.2.2 use the Services or Licensed Materials for the benefit of any third party, including for the purpose of, or in connection with, the provision of services which consist in whole or part in use of the Services;
19.2.3 use or copy the Licensed Materials in other marketing collateral; or
19.2.4 use the Services or the Licensed Materials otherwise than in accordance with the Agreement. References in this clause to the doing of any act includes any attempt to do so, or to cause or permit any third party to do, or to attempt, the act in question.
19.3 We warrant that we have all necessary rights to grant you the Licence as specified in the Agreement.
19.4 Your sole and exclusive remedy, and our entire obligations and liability, for any breach of clause 19.3 shall be for us to undertake one of the following:
19.4.1 procure for the right for you to continue using, possessing, developing, modifying or maintaining the Site (or the appropriate part thereof) in accordance with the terms of this Agreement; or
19.4.2 modify or replace the infringing part of the Site so as to avoid the infringement or alleged infringement.
19.5 You hereby grant to us a non-exclusive licence to use, copy, store, adapt, translate, arrange and otherwise alter Subscriber Materials for the purposes of providing the Services.
19.6 You agree to defend us against any claim or allegation that our use of the Subscriber Materials as permitted by the Agreement infringes any Intellectual Property Right and shall indemnify us and our sub-contractors, directors, officers, employees, agents, representatives or licensors in respect of all loss, damage, cost and expense (including reasonable legal fees) incurred in relation to any such claim or allegation however arising.

20. DISCLAIMER IN RESPECT OF THE SERVICES
20.1 You acknowledge that the Services are not endorsed by any professional or regulatory bodies, nor are they designed to fulfil criteria required by any professional or regulatory bodies. You are responsible for ensuring you meet any requirements of any professional or regulatory body you may be subject to.
20.2 We do not warrant that the website used to provide the Services to you will be compatible with your computer and you are responsible for making all arrangements necessary for you to have access to the Services.
20.3 We also do not warrant that the Services will be available to you continuously and accordingly your access to the Services may from time to time be interrupted or contain errors.
20.4 You assume sole responsibility for results obtained from your use of the Services by you, and for conclusions drawn from such use.
20.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
20.6 You are responsible for all loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services.

21. LIABILITY IN RESPECT OF THE SERVICES
21.1 Nothing in the Agreement will exclude or limit our liability for:
21.1.1 death or personal injury resulting from negligence;
21.1.2 fraud; and
21.1.3 any other matter if and to the extent that liability for the same cannot as a matter of law be excluded or limited.
21.2 Subject to clause 21.1, we shall not be liable to you for:
21.2.1 any loss of or damage to data, loss of profits, loss of margin, loss of use, loss of contract, loss of goodwill, loss of business or loss of revenue;
21.2.2 any consequential or indirect loss, and regardless of whether the loss or damage would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the Parties, or otherwise
21.2.3 any losses arising from your use of https://gocardless.com/ and all associated web pages and the content of each, or the use of your GoCardless Account; and
21.2.4 for any loss for which you have assumed responsibility under the Agreement, in each case whether or not caused by or resulting from any tortious act or omission (including negligence), breach of statutory duties or breach of contract.
21.3 Subject to clauses 21.1 and 21.2, our total in respect of all claims arising out of a breach of the Agreement shall not exceed the total Subscription Charges paid by you to us in the twelve (12) month period immediately preceding the event giving rise to the claim.

22. TERMINATION
22.1 If you would like to terminate the Agreement you are required to:
22.1.1 email us at accounts@cpdlogplus.co.uk stating that you wish to terminate the Agreement; and
22.1.2 cancel your direct debit from your GoCardless Account at the following link https://gocardless.com/guides/posts/cancelling-direct-debit/.
We will cancel your registration with effect from the end of the Initial Period or next Renewal Period as relevant.
22.2 The Agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty (20) working days after written notice of it has been given to the Party in breach.
22.3 Either Party may at any time, by notice to the other, terminate the Agreement as from the date of expiry of the notice if an Insolvency Event occurs in relation to the other.
22.4 Termination of the Agreement does not affect:
22.4.1 the rights or liabilities of the Parties which have accrued on or before termination; and
22.4.2 the continuance in force of clauses 1, 2, 5, 8, 9, 19, 20, 21, 22 and 25.
22.5 On the termination of the Agreement for any reason, all outstanding Subscription Charges shall become immediately due and payable.

23. CONFIDENTIALITY
23.1 You acknowledge that our Confidential Information includes the Licensed Content.
23.2 We acknowledge that the Subscriber Materials are your Confidential Information.
23.3 Each Party undertakes to the other in relation to the Confidential Information of the other:
23.3.1 to keep confidential all Confidential Information;
23.3.2 not to disclose Confidential Information without the other’s prior written consent to any other person except those of its employees who have a need to know the Confidential Information;
23.3.3 not to use Confidential Information except for the purposes of performing its obligations under the Agreement (and in particular not use Confidential Information to obtain a commercial, trading or any other advantage); and
23.3.4 to keep separate from all other information all Confidential Information in its possession or control.
23.4 The provisions of clause 23.3 shall not apply to Confidential Information to the extent that it is or was:
23.4.1 already in the possession of the other free of any duty of confidentiality on the date of its disclosure;
23.4.2 in the public domain other than as a result of a breach of this clause 23;
23.4.3 required to be disclosed:
(a) pursuant to Regulations, or the rules of any recognised exchange on which the securities of a Party are or are to be listed; or
(b) in connection with proceedings before a court of competent jurisdiction or under any court order or for the purpose of receiving legal advice, but only to the extent and for the purpose of that disclosure.
23.5 Each Party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of this clause 23, and accordingly a Party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this clause 23.

24. FORCE MAJEURE
We shall not be liable to you for any delay or non-performance of our obligations under the Agreement arising from any cause or causes beyond our reasonable control.

25. ASSIGNMENT
25.1 You shall not without our prior written consent assign, transfer, charge, dispose of, deal with or subcontract your rights or obligations under the Agreement.
25.2 We may assign our rights under the Agreement, including the right to receive the whole or part of the Subscription Charges.