Reference Tree Terms and Conditions

1.1 You are reading a legal document which is the “User Agreement” (or “Terms and Conditions”) between you, a particular user of the Website (whom we refer to as you or your in this document), and us for your use of the Reference Tree Service or the Website (as defined below). We are Reference Tree Limited, a company registered in England under number 6789536 with our registered office at 26 High Street, Rickmansworth, Hertfordshire, WD3 1ER, England and VAT number 948 9064 72 (and we refer to ourselves as “Reference Tree”, we or us or our in this document). If you have any comments, queries or suggestions about the Reference Tree Service or the Website, you can write to us at this address or you can email us at info@reference-tree.com.

1.2 Please read this User Agreement carefully. By accessing or using the Website (or enabling anyone else to do so) or by using any facilities or services made available through it, you are agreeing to these Terms and Conditions.

1.3 These Terms and Conditions were most recently updated on [23 April 2010].

1.4 We shall keep a copy of these Terms and Conditions, but you are advised to print and keep a copy of these Terms and Conditions and each amended version for your own records and future reference.

2.1 In this User Agreement, unless the context otherwise requires:

• “Breach of Duty” has the meaning given to it in Clause 11.11;

  “Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;

  “Confidential Information” means any information in any form or medium obtained by one party from or on behalf of the other pursuant to this User Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of commencement of this User Agreement together with any reproductions of such information or any part of this information (and our “Confidential Information” shall include any information relating to our methodology, software, Website, Reference Tree Service, other Users, and those other Users’ confidential information);

  “Contributor” means anyone who has contributed to collecting, creating, designing, developing, producing or supplying any Publication or any underlying material within a Publication;

  “Copy Limit” means the maximum permitted amount of copying for a particular Publication as at the time you obtain the Licence for that Publication;
  “Discussion” means any User-generated discussion or interaction with other Users on the Website, which may include discussing, analysing, commenting on, or participating in questions and answers surrounding, a particular Publication;

  “Discussion Organiser” has the meaning given to it in Clause 4.20;

  “Fee” means any fee charged by Reference Tree to a User for that User’s use of a particular element of the Reference Tree Service, including any Licence Fee;

  “Institution” means a research or teaching establishment (for example, a university);

  “Liability” has the meaning given to it in Clause 11.11;

  “Licence” means a licence for you to use and access a Publication (in whole or in part) through the Reference Tree Service, in accordance with the Publication User Licence Terms;

  “Licence Fee” means the relevant fee payable by you to us for you obtaining the Licence for the Licence Period;

  “Licence Period” means the length of period for the Licence;

  “Posting” means a message posted on the Website;

  “Print Limit” means the maximum permitted amount of printing for a particular Publication as at the time you obtain the Licence for that Publication;

  “Publication” means any book or publication in whole or in part (including cover images and designs and material associated with the book) offered for licence through the Website from time to time;

  “Publication User Licence Terms” means the terms and conditions applicable to the ways in which we or the Publishers permit you to use a Publication as may be set out in these Terms and Conditions or on the Website at the time you obtain your Licence for a particular Publication (and which may include licence terms that apply generally and licence terms that apply specifically to the licence of a particular Publication), as reasonably amended by us from time to time;

  “Publisher” means the publisher of the Publication;

  “Reference Tree Service” means the service provided by us from time to time from which (amongst other things) users may obtain access to digital publications and use certain tools and functionality in relation to that;

  “Software” has the meaning given to it in Clause 7.1;

  “Territory” means the United Kingdom;

  “Tools” means the tools and functionality made available by us to Users as part of the Reference Tree Service, which may be changed, added to, augmented or removed (in whole or in part) from time to time;

  “Tutor” means any teacher, tutor or other formal member of academic staff directly involved in the instruction of a formal programme of education at an Institution;

  “User” means any person who has registered to use some or all of the Reference Tree Service;

  “User Material” means any material, text, images, content, information, data, feedback, opinions, annotations, notes, bookmarks, suggestions, comments, reading lists, descriptions, documents, files, pictures, photographs, diagrams or drawings (in any form or in any media) uploaded or provided by the User to us, the Website, Reference Tree Service or another User;
  “Website” means our website from which we provide the Reference Tree Service to Users, whose current uniform resource locator is at www.reference-tree.com.

2.2 In this User Agreement:

• 2.2.1 references to Clauses are to the clauses of this User Agreement;

  2.2.2 words importing a gender shall include the other gender and the neutral;

  2.2.3 references to persons and entities include individuals, bodies corporate, firms, partnerships or unincorporated associations;

  2.2.4 the singular includes the plural and vice versa;

  2.2.5 the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this User Agreement;

  2.2.6 references to “includes” or “including” or like words or expressions shall mean without limitation;

  2.2.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and

  2.2.8 references to “written” or in “writing” (except in respect of sending a notice in accordance with Clause 13.8) includes in electronic form.

2.3 We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted in the latest Terms and Conditions online on the Website, although we may also email you with the latest draft. We may introduce the changes with or without notice to you, although where we reasonably consider the change to be significant, we shall endeavour to give at least 30 days’ warning of the changes. Where reasonably possible, we shall use our reasonable endeavours not to reduce your access to any of the Publications or the Tools in place for the Licence Period for the relevant Publication (except where we are required by the copyright owners to do so). You are responsible for regularly reviewing information posted online and the latest Terms and Conditions to obtain timely notice of all changes. You may terminate this User Agreement by informing us (by post or email to the addresses in Clause 1.1) and cease using the Website if you do not wish to be bound by any new or revised Terms and Conditions (in which case the provisions of Clause 9.8 may apply, if applicable). However, your continued use of the Reference Tree Service or the Website will be deemed to constitute your acceptance of the new or revised Terms and Conditions.

3.1 Please note that you need to register in order to become a User, to obtain Licences and to take part in Discussions through the Website.

3.2 We reserve the right to prevent you using the Website or the Reference Tree Service (or any part of them) and we reserve the right to decline a new registration for any reason (including, for example, if there is a multiple registration from the same individual or same email address).

3.3 If you register for the Reference Tree Service, it enables you to obtain a Licence, to obtain access to Publications (on a paid for basis), to use the Tools, and to take part in Discussions.

3.4 To register for the Reference Tree Service you need to supply us with various information, depending on your proposed level of usage of the Reference Tree Service. For a basic level of use enabling you to browse for Publications, search for Publications and view reading lists relevant to you for the relevant academic year, you need to supply us with your Institution details, course and relevant year. If you want to obtain a Licence so you can access and use a Publication, use Tools in relation to it and take part in Discussions, we need additional information from you, including your name, address, email address, telephone number, username (unless you are a Tutor, in which case you need to use the username designated by us and supplied to you in writing or electronically), password and such other contact details as we require. You may also be given the opportunity to register other information (for example, this may include the reading list for a course and other course details). All information stored by us is stored in accordance with the Privacy Policy You must use your own details and not impersonate another person or adopt a false identity.

3.5 You must not choose a password that can be readily guessed. If you think that you may have allowed a third party to see or use your password other than with your permission, you must inform us immediately and we will suspend use of the Reference Tree Service under that password (but in any event you shall be responsible for any use under that password until we do so). You agree to regularly change your password and in any event when we require.

3.6 You must keep your password strictly confidential and secure and immediately notify us if any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your email address, username or password or there is any breach of security known to or suspected by you. You agree that any person to whom you disclose your username or password is authorised to act as your agent for the purposes of using (and/or transacting via) the Reference Tree Service and Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing this User Agreement to the attention of all persons who may access the Reference Tree Service through your password or your Internet connection.

3.7 As part of your submission of initial registration details to the Website, we may send an email to the email address you have given, requiring you to follow the instructions in that email in order to be able to use the Reference Tree Service. Until you have complied with the instructions in that email, you will be unable to use those elements of the Reference Tree Service available for Users. Your use of the parts of the Reference Tree Service available for Users will start as soon as you have complied with the email instructions.

3.8 In registering to become a User and using any aspect of the Reference Tree Service, you warrant that you have and will continue to have all rights, authorities and permissions to do so and you are not and will not be in breach of any contracts or obligations (including to the Institution).

4.1 Our provision and your use of the Reference Tree Service and/or the Website are subject to these Terms and Conditions.
Finding a Publication and Reading Lists

4.2 Users may upload reading lists to the Website as part of the Reference Tree Service. You agree to be fully responsible for ensuring that any reading list that you upload or supply to us or the Website is accurate, complete and up-to-date. You also agree to monitor regularly on the Website (or which we request for approval before appearing or changing on the Website) any reading lists relevant to the courses for which you are a Tutor or student, and inform us in writing of any errors or omissions. If we request your approval for the reading list on the Website, you shall ensure that such approval shall not be unreasonably withheld or delayed.

4.3 You can use the Reference Tree Service to determine the availability of publications on reading lists through the Reference Tree Service. Reading lists are a guide to potential resources rather than a definitive list of resources that you require. We are not responsible for any reading lists supplied by or on behalf of Institutions, Tutors or anyone else (whether through the Reference Tree Service or not) being complete, accurate and up-to-date. Any use by you of any reading lists on the Website is at your own risk. You should take particular care if there is more than one reading list for the same course or module. We may label a list as an “official reading list” or “unofficial reading list”, but that describes the source of the list and we do not warrant how complete, accurate or up-to-date any list is. We cannot guarantee that any or all publications on the reading list for your course will be accessible through the Reference Tree Service.

4.4 As part of the Reference Tree Service for Users prior to obtaining a Licence, Users may access very small amounts of Publications to decide whether the Publications selected are ones for which they would like to obtain a Licence. Such access is for trial purposes only and not for downloading, exporting, copying or reproducing.

Obtaining a Licence

4.5 When you want to obtain access to a Publication, you must first:

• 4.5.1 complete the relevant forms on the Website, including selecting the appropriate Licence Period based on the options available on the Website (and if none are suggested, then the Licence Period shall not exceed one year unless otherwise expressly agreed by us in writing);

  4.5.2 (if applicable) pay for the Licence Fee for the relevant Licence Period in advance. Tutors may be exempt (but not after they cease to be Tutors) from having to pay a Licence Fee for some Publications (or they may be exempt for a limited period of time), depending on what the Website provides for this; and

  4.5.3 agree to the relevant Publication User Licence Terms applicable to that particular Publication.

4.6 Any Licence is subject to the Publication User Licence Terms, which you must comply with at all times. Such Publication User Licence Terms may be general or specific to the particular Publication being licensed for the Licence Period. The Publication User Licence Terms shall also always include the following as a minimum:

• 4.6.1 The User is only permitted to use the Publication for his own personal purposes and not for any commercial use or gain. This shall not prohibit a User who is a Tutor from referring to or referencing the Publication as part of his normal services.

  4.6.2 The User shall not download the Publication and shall only access the Publication electronically through the reader on the Reference Tree Service.

  4.6.3 The Publication may be protected by technical protection measures (including digital rights protection) so that the intellectual property rights in the Publication are not misappropriated. You shall not attempt in any way to remove or circumvent such measures, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such measures.

  4.6.4 The User shall not amend or alter the Publication.

  4.6.5 The User shall not provide a copy or reproduction of any of the Publication to any third parties, other than short extracts for the purpose of criticism or review as part of non-commercial works (including as part of courseworks) in accordance with and to the extent permitted by the exception rights to copyright laws in the Territory.

  4.6.6 The User shall not print any more of the Publication with the Licence other than the extent of the Print Limit permitted by the Publisher at the time the Licence was agreed (and if nothing is stated on the Website or agreed in writing between you and us, then no printing shall be permitted).

  4.6.7 The User shall not copy any more of the Publication with the Licence other than the extent of the Copy Limit permitted by the Publisher at the time the Licence was agreed (and if nothing is stated on the Website or agreed in writing between you and us, then no copying shall be permitted).

  4.6.8 The User shall not use the Reference Tree Service in any way which may involve his distortion or misrepresentation of a Publication, Publisher or Contributor.

  4.6.9 The User shall properly acknowledge the relevant Contributor and quote any parts of
  the Publication with appropriate acknowledgements and in context.

  4.6.10 The User shall not attempt to access or use any copy of the Publication once his Licence Period expires, except if he has either renewed his Licence or obtained the Publication from another authorised source.

4.7 To the extent that there is any conflict between the terms of Clause 4.6 and anything else in this User Agreement or agreed between you and us, the Publication User Licence Terms shall prevail (except to the extent that we specifically and explicitly state to the contrary in writing).

4.8 We may decide to use technical measures to prevent you doing anything in breach of this User Agreement (and, in particular, the Publication User Licence Terms), but you are entirely responsible for ensuring that you comply with this User Agreement (including the Publication User Licence Terms).

4.9 Any order or request for a Licence by you is subject to us accepting it in writing (or email), and only becomes legally binding when we despatch our written (or electronic) acceptance to you. We may in our absolute discretion refuse to accept any order or request for a Licence for any reason until we have accepted it. Your submission of your order or request for a Licence remains valid as an offer until when we accept it or if earlier when we have become aware that you are withdrawing your order or request for a Licence before we have accepted it.

4.10 We may obtain the money for payment of the Licence before we have accepted your order or request for the Licence. If we refuse to accept your order or request for a Licence (or you withdraw your order or request before we have accepted it) after we have obtained payment from you, within 28 days of the date of our refusal we shall return to your payment card company in full the money that your payment card company paid to us.

4.11 We shall endeavour to ensure that the price of any Licence Fee supplied to you before you submit your order or request for Licence is accurate, but the price will need to be validated by us before we accept your order or request for Licence. If the price changes before we have accepted your order or request for Licence, we will contact you and ask you to confirm that you wish to proceed at the amended price. If you do not agree to proceed at the amended price, then you may withdraw your offer or request for Licence by informing us at any time before our acceptance and we shall return to your payment card company in full any money that your payment card company paid to us.

4.12 You may use the Tools, but only in conjunction with your use of the Reference Tree Service in the manner and for the purpose anticipated and provided by us.

4.13 Subject to any other provision in this User Agreement, we shall use all reasonable endeavours to provide access to the Publication covered by the Licence for the duration of the Licence Period (although we may remove the Publication where we are required by the copyright owners to do so). Where reasonably possible (and provided that we have time to give warning before having to implement a take down), we shall provide advance warning to your email address of the take down of the Publication that is covered by your Licence. Where we remove the Publication altogether from the Website (and do not provide a replacement) before expiry of the Licence Period, the provisions of Clause 9.8 shall apply (if applicable).

4.14 The Licence shall end at the expiry of the Licence Period. If you would like to access or use the Publication beyond the Licence Period, it is your responsibility to obtain a new Licence for that Publication for a further Licence Period (provided that we are still offering that Publication for Licence on or after expiry of that initial Licence Period). You shall not have access to the Publication beyond the Licence Period unless you obtain a further Licence from us or otherwise obtain the Publication or access to it. Upon expiry of the Licence Period, except as described in Clause 4.15, you will no longer have access to the Publication, or any annotations, comments, notes or bookmarks that you make in respect of it.

4.15 If you would like to keep any annotations, comments, notes or bookmarks that you make through the Reference Tree Service in relation to a particular Publication, you are responsible for exporting and saving those annotations, comments, notes or bookmarks and including appropriate references (as often as you consider appropriate in order to avoid loss) to another place, in case of possible take down of a Publication and in any event prior to expiry of the relevant Licence Period. Even if you are obtaining a further Licence Period, it is possible that you may not be able to retain your annotations, comments, notes or bookmarks with the Publication itself if the Publication is being replaced by an update or new version or removed from the list of Publications offered for new Licences.

4.16 Except for a Publication which is already within a Licence Period for your Licence,
we may remove a Publication (or a version of it) at any time for any reason. We shall not have any Liability if, at the time you would like to obtain a Licence (or a further Licence upon expiry of a previous one), we no longer offer for Licence any Publication (or version of that Publication) which we had previously offered for Licence through the Reference Tree Service.

4.17 Expiry or termination of one Licence Period shall not cause any other Licence Period to expire or terminate (except where more than one Licence Periods are ending at the same time, for example in the event of termination of the entire User Agreement for material breach under Clause 9.2).
Discussions

4.18 Users can engage in Discussions to interact with other Users (including Tutors) and discuss case studies, problem sets and (more generally) textbook material connected with their academic studies.

4.19 Tutors may set questions and tasks for other Users through the Reference Tree Service. Some of the Discussions may be with any Users, but only those Users who have obtained a Licence for the relevant Publication shall be permitted to access the relevant Publication through the Reference Tree Service (and then only during the Licence Period).

4.20 Anyone starting a Discussion (the “Discussion Organiser”) can decide which categories of people may view that Discussion and take part (but in any event, it shall only be open for Users to contribute User Material). For example, the categories may involve only people invited by the Discussion Organiser, people invited by the Discussion Organiser and any other existing participant of the Discussion, or anyone at all. However, in any event, you acknowledge that we, the Publishers and the Contributors may all have access to view all types of Discussions (whether or not designated as private by the Discussion Organisers).

4.21 The Discussion Organiser can also decide on how long the Discussion will stay live on the Website, although we reserve the right to close or archive a Discussion for any reason (for example, if there has been no active change or contribution for 12 months). Where we elect to close or archive a Discussion, we shall (where reasonably possible) inform the Discussion Organiser in advance that the Discussion is due to be closed.

Contacts with other Users

4.22 We will not be party to any arrangement, agreements, meetings, communications or discussions made between you and any other User.

4.23 We may provide the facility for you to communicate with other Users, but we will not be responsible if other Users do not respect the privacy or confidentiality or security of your information, or if you reveal any further information about yourself or other people. You should do everything that you need to do to satisfy yourself and other people (on whose behalf you may be acting) of the validity and safety and appropriateness in dealing with those other Users, and you should do everything you need to in order to protect and satisfy yourself before entering into any arrangement, agreement, meeting, communication or discussion with them. Specifically:

• 4.23.1 we are not responsible for the accuracy, quality or legality of any User’s acts, omissions, comments or views;

  4.23.2 any arrangement, agreement, meeting, communication or discussion between you (or anyone on whose behalf you are acting) and any other User (or anyone on whose behalf that User is acting) as a result of use of the Website or the Reference Tree Service is entirely at your own risk;

  4.23.3 we shall in no circumstances have any Liability whatsoever in respect of any such arrangement, agreement, meeting, communication or discussion or any User’s failure to comply with such arrangement, agreement, meeting, communication or discussion;

  4.23.4 we shall in no circumstances have any Liability for any act or omission of any third party (including any User); and

  4.23.5 we will not be responsible for any liability, loss, damage, injury, cost, expense, fine, demand, claim or proceeding incurred by any person (including for death, personal injury, damage to property or pure financial loss) arising out of or in relation to any such arrangement, agreement, meeting, communication or discussion.
  This is subject to us not excluding Liability in accordance with Clause 11.2 (to the extent that we have any such Liability).

4.24 You acknowledge that any tips and suggestions that we may provide through the Reference Tree Service are for convenience only, and any such tips are not exhaustive and may not apply in certain circumstances.

User Material

4.25 As between you and us, you shall retain ownership of any User Material you submit to us or the Website. You hereby waive your moral rights in such User Material and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such User Material transmitted by you to us or the Website for any purpose whatsoever (including for display on the Website and for marketing and promoting the Reference Tree Service and for supply to Publishers), save to the extent that any such User Material consists of a Posting or message transmitted in such a way as it is clearly intended to be of private correspondence between you and another User. You hereby warrant that:

• 4.25.1 you have sufficient rights or licence in order to be able to send any such User Material to us or to the Website or to any User, and for us and the Website and other Users to use the User Material in any ways intended to be used (as described in this User Agreement); and

  4.25.2 in submitting any such User Material to us or to the Website or to any third party, you shall not in any way breach or infringe Clause 4.44.

4.26 We shall not monitor or pre-screen any comments or User Material made or submitted by any person in any Posting or Discussion on the Website, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any User Material that you or any User transmits, posts or sends to us or the Website (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach this Agreement or may give rise to a breach of this Clause 4 or to any Liability for us or any third party.

4.27 The views and comments in User Material are those of the relevant authors and do not reflect the views of us or any of our officers or employees. We shall not be responsible for any User Material submitted or supplied by any User.

4.28 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Reference Tree Service or the Website (each being “Ideas”) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.

General Rules

4.29 You agree not to cause any other User any loss or liability or interfere with another person’s use of the Reference Tree Service except to the extent that we expressly permit.

4.30 You agree to use other Users’ information that you discover as a result of using the Reference Tree Service strictly for the purpose of using the Reference Tree Service yourself and not to post another person’s data on a publicly available place (without that other person’s express prior consent).

4.31 When we provide Publications or people’s User Material in relation to the Publications, we are dependent on the content and material provided by any third parties (including the Publishers, Contributors and Users) and we merely provide a medium to facilitate the sharing or supply of that material. We do not warrant and we exclude all Liability in respect of the accuracy, completeness, currency, fitness for purpose or legality of any information accessed using the Reference Tree Service on or accessed via the Website or otherwise communicated to you (by email, by hard copy printout from the Website or otherwise) relating to the Publications, Discussions, Publishers, Contributors or other Users.

4.32 We will use our reasonable endeavours to ensure that information on our database regarding Publications is updated regularly. However, you acknowledge that there may be a time delay in updating this information.

4.33 We will use our reasonable endeavours to correct any errors or omissions in the Reference Tree Service or Website as soon as practicable after being notified of them, although we may be unable to correct any errors or omissions in any Publications without the relevant Publisher’s prior written approval or input. However, we do not guarantee that the Reference Tree Service or the Website will be free of faults and we do not accept Liability for any errors or omissions. In the event of a fault in the Reference Tree Service, you should report it by email to: info@reference-tree.com.

4.34 You shall ensure that all User Material provided by or on behalf of you to us, the Website and other Users (whether through the Website or not) is true, complete and accurate and you shall promptly inform us of any changes to such information through the appropriate facilities available on the Website.

4.35 If the Website and the Reference Tree Service is accessed by you from outside the Territory, this is entirely at your risk. We make no representation that the Reference Tree Service is available or otherwise suitable for use outside of the Territory. If you choose to access or use the Website or Reference Tree Service from or in locations outside the Territory, you do so on your own initiative and are responsible for:

• 4.35.1 ensuring that what you are doing in that country is legal; and

  4.35.2 the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).

4.36 We do not give any warranty that the Reference Tree Service or the Website is free from any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

4.37 Although we will try to allow uninterrupted access and minimise any downtime to the Reference Tree Service and the Website, access to the Reference Tree Service and the Website may be suspended, restricted or terminated at any time for any reason (including for necessary maintenance or introduction of new functionality or content). Because of the nature of the Reference Tree Service, different Users may wish to access the Reference Tree Service at different times of the week and so the timing of our planned maintenance may not fit in with your desired schedule for using the Website. If you have any particular time-critical needs, we recommend that you save and print any User Material and print any Publications (to the extent permitted by the Publication User Licence Terms) to avoid problems from inability to access the Reference Tree Service or Website.

4.38 Subject to Clause 4.13, we reserve the right to change, modify, substitute, suspend or remove without notice any Tools on the Website or forming part of the Reference Tree Service from time to time without notice to you. Your access to the Website and/or the Reference Tree Service may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can.

4.39 You agree to comply at all times with any instructions for use of the Reference Tree Service in this User Agreement or which we display on the Website from time to time.

4.40 Nothing on the Website shall constitute advice specific to your circumstances or a recommendation.

4.41 We assume no responsibility for the content or services of any other websites or services to or from which the Website or the Reference Tree Service has links, nor are we assuming responsibility for ensuring that any links are working. The links are provided “as is” with no warranty, express or implied, for the information provided within those sites.

4.42 No one is entitled to frame any of the Website onto another website without our prior written consent (which may be withheld in our absolute discretion).

4.43 We hereby grant to you a revocable, non-exclusive, royalty-free right to provide a link from your website to the home page of the Website (or, to your reading list on the Website), provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:

• 4.43.1 you shall not make any warranties or representations about us, our Reference Tree Service, our data, our software or our policies except with our prior express authorisation;

  4.43.2 you shall not say anything that is false, misleading, derogatory or offensive about us, the Publishers, the Contributors or the content of the Website, our Reference Tree Service, the Publications, our software or our policies; and

  4.43.3 you shall not suggest expressly or implicitly that we have endorsed or approved you or your site or are associated with it where this is not the case.

4.44 The following uses of the Reference Tree Service (and Website) are expressly prohibited and you undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:

• 4.44.1 send, receive or post any material which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous, slanderous, libellous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third party rights of any nature;

  4.44.2 cause annoyance, inconvenience or needless anxiety;

  4.44.3 harass or abuse or stalk any person;

  4.44.4 intercept or attempt to intercept any communications transmitted by way of a telecommunications system;

  4.44.5 use the Website or Reference Tree Service for a purpose other than which we have designed them or intended them to be used;

  4.44.6 use the Website or Reference Tree Service in any way which breaches any laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations;

  4.44.7 use the Website or Reference Tree Service for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose (including using a payment card which is not yours to use, or pretending to be someone who can benefit from paying a reduced Fee or no Fee);

  4.44.8 impersonate any other person or body (including pretending to be a Tutor when you are not) or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person or body;

  4.44.9 do anything other than in conformance with accepted Internet practices and practices of any networks (including unlawful access or modification of any material);

  4.44.10 act in a racist, sexist or discriminatory way;

  4.44.11 do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;

  4.44.12 say or submit anything that is false, misleading, derogatory or offensive about us, the Publishers, the Contributors or the content of the Website, our Reference Tree Service, the Publications, our software or our policies;

  4.44.13 do anything in a way that we consider may be contrary to our or the Publishers’ or the Contributors’ interests;

  4.44.14 resell the Reference Tree Service (or Website) without our prior written consent;

  4.44.15 send or post false, inaccurate, incomplete or misleading User Material, including false names, addresses or contact details or fraudulent use of payment card numbers;

  4.44.16 attempt to circumvent our security or network including accessing data or Publications not intended for you, log into a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);

  4.44.17 use, deliver or transmit any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

  4.44.18 access the Reference Tree Service (or Website) in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;

  4.44.19 interfere or attempt to interfere with the proper working of the Website or Reference Tree Service or any other website;

  4.44.20 use the Website for any advertising (except with our express prior consent);

  4.44.21 execute any form of network monitoring which will intercept data not intended for you;

  4.44.22 harvest or otherwise collect any information or data about Users without their express consent;

  4.44.23 send unsolicited mail messages; or

  4.44.24 create or forward “chain letters” or other “pyramid schemes” of any type, whether or not the recipient wishes to receive such mailings.

4.45 The Reference Tree Service and use of the Website do not include the provision of a computer or other necessary equipment to access the Website. To use the Website you will require Internet connectivity and appropriate telecommunication links. We shall not have any Liability for any telephone or other costs that you may incur.

4.46 We do not warrant that the Website will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, (subject to Clause 11.2) we shall not have any Liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or your obtaining any material from, or as a result of using, the Website. We shall also not have any Liability for the actions of third parties in breaching any security measures.

Breaking the rules

4.47 You agree to inform us as soon as you suspect that any User is in breach of any of this User Agreement. Following receipt of your information, we may investigate and decide what, if any, action to take in our absolute discretion. We shall not enter into discussion as to our decision or the results of our investigation.

4.48 You must not misuse the complaints facility or falsely report any breach of this User Agreement.
Your statutory rights

4.49 As a consumer, nothing in this User Agreement affects your non-excludable statutory rights.

5.1 Please note that you will always be clearly informed of any applicable Fees before you go ahead with any aspect of the Reference Tree Service. Payment of any charges is done through Sage Pay (or another online payment service provider). We do not retain any details of your payment cards.

5.2 You must have the authority to use any payment card or account used to pay us, and you must not use any stolen cards or materials. The card must have sufficient funds to cover the proposed payment to us at the time the payment is purported to have been given.

5.3 Unless otherwise stated on the Website, all prices due to us are inclusive of value added tax (if applicable), but exclusive of all other taxes and duties and charges which you shall pay in addition at the same time as payment of other sums due.

5.4 Payment of all sums due to us shall be made by you in full without any set-off, deduction or withholding whatsoever.

5.5 The Fees currently required by you to us are as described in the Website as at the date of ordering your Licence.

5.6 The User is responsible for ensuring that he has enough money or credit at any one time in order to enable any use of the Reference Tree Service to proceed. If the User does not have enough money or credit in his account or on his card, then the aspect of the Reference Tree Service will not proceed, and the User shall indemnify and hold us harmless against any and all losses, liabilities, claims, demands, judgments, settlements, costs and expenses that we incur or suffer (including to any other Users) as a result.

6.1 Except for your User Material (which is dealt with in Clause 4.25), all intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the “look and feel” and other visual or non-literal elements), whether registered or unregistered) in the Website, Reference Tree Service, Publications, information, content and material on or accessible from the Website, any database operated by us, software on the Website or with Publications or supplied to you as part of the Reference Tree Service and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain the property, title and ownership of us (or that of our licensors, including the Publishers and any digital rights management licensors). You shall not, and shall not attempt to, obtain any property, title or ownership to or in any such intellectual property rights. All rights not expressly granted by us are reserved.

6.2 Except to the extent expressly permitted under this User Agreement, none of the material described in Clause 6.1 may be reproduced or redistributed without our prior written permission. Subject to the Print Limit for a particular Publication, you may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.

6.3 No part of the Website or the material described in Clause 6.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.

6.4 Subject to Clause 6.3, if you quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.

6.5 Except to the extent that we expressly permit, you must not modify, change, adjust, amend or alter any material described in Clause 6.1.

6.6 All rights (including goodwill) in the Reference Tree and Publication names and logos are owned by us or our licensors.

7.1 Various software may be used or provided as part of the Reference Tree Service, including digital rights management software with the Publication, and software downloaded by you to enable you to access and use the Publications and Tools on the Reference Tree Service. In any event, your use of such software (the “Software”) is on the following conditions:

• 7.1.1 The Software is provided on the basis of you having a non-exclusive, non-transferable, non-sublicensable, personal right and licence to use the Software for non-commercial purposes, and such right and licence shall expire upon the earlier of:

  7.1.1.1 expiry of your right to use or access the relevant Publication; or

  7.1.1.2 expiry of you being a User;

  7.1.2 You must not make any copy of the Software except with our express prior written consent, provided that you may make copies as back-up for your operational use. All such copies shall remain our or our licensors’ property, and you shall ensure that they bear all proprietary notices as were in the original supplied to you;

  7.1.3 “Use” of the Software means use only in machine-executable object code form and not in human-understandable source code form; and

  7.1.4 Except to the extent permitted by law or as otherwise expressly set out in this Agreement, you shall not copy, rent, lease, loan, modify, adapt, merge, reverse engineer, decompile, disassemble, translate or create derivative works of the Software or use the source code to the Software in whole or in part. We may following a reasonable request provide the interface information necessary to achieve interoperability of the Software with independently created computer programs, provided that you pay for our reasonable costs and expenses for procuring or supplying that information. In the event that we inform you in writing that we do not intend to make such information available for any reason including cost, or do not respond to a request within a reasonable period of time, you may take such steps as to achieve interoperability, provided that you shall only reverse engineer or decompile to the extent permitted by law and provided that the information obtained during such activities:

  • 7.1.4.1 is used only for the purpose of achieving interoperability of the Software with another software program; and

    7.1.4.2 is not unnecessarily disclosed or communicated to any third party without our prior written consent; and

    7.1.4.3 is not used to create any software which is substantially similar to the Software.

8.1 Each party shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether disclosed or obtained before, on or after the commencement of this User Agreement) and shall not use nor disclose the same save:

• 8.1.1 for the purposes of the proper performance of its obligations or exercise of its rights under this User Agreement; or

  8.1.2 as otherwise permitted by this User Agreement; or

  8.1.3 with the prior written consent of the other party.

8.2 Where either party discloses Confidential Information of the other party to its employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 8. Each party shall use its reasonable endeavours to ensure that any such employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer complies with such obligations.

8.3 You agree that we may collect and collate key usage data including aggregate information, individual information and locater information in the course of your use of the website. Aggregate information consists of information describing habits and usage patterns, and/or demographics of users as a group but does not describe or reveal the identity of any particular user. Individual information is information about a user that is presented in a form that is distinguishable from information relating to other users but not in a form that personally identifies a user. Locator information consists of a users name, email address, physical address, and/or other data about the user. This information may be shared with Publishers.

8.4 Each party shall at all times:

• 8.4.1 adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other party from inadvertent disclosure or release to unauthorised persons; and

  8.4.2 hold the Confidential Information of the other party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.

8.5 The obligations of confidentiality in this Clause 8 shall not extend to any matter which either party can show:

• 8.5.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this User Agreement; or

  8.5.2 was in its written records prior to receipt; or

  8.5.3 was independently developed by it; or

  8.5.4 was independently disclosed to it by a third party entitled to disclose the same.

8.6 If either party is required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other party as much notice thereof as practicable and notify and consult with the other party and, at the other party’s request and cost, fully co-operate with and assist that other party in opposing any such disclosure.

8.7 Neither you nor we shall make any announcement of any kind in respect of the subject matter of this User Agreement except with the prior written consent of the other party (not to be unreasonably withheld or delayed) or as is required by law.

8.8 Subject to Clause 8.7, we may identify you as a User and the type of services provided by us to you, provided that in doing so we shall not (without your prior written consent) reveal any of your Confidential Information.

9.1 This User Agreement shall commence on the date on which you agree to this User Agreement when submitting your details to become a User. The overall Reference Tree Service will commence as soon as you have become a User and followed the instructions in the first email that we send to you as a User to continue with registering for the Reference Tree Service, and any Licence will commence as soon as we have despatched confirmation in writing (or electronically) to you to confirm that we have agreed to your request for the Licence. Accordingly, you will not have a cooling off period under the Consumer Protection (Distance Selling) Regulations 2000 (or any other similar law) in which to cancel this User Agreement (or any aspect under it including any Licence) and ask for a refund of any Fees paid, once we have sent the relevant email to you confirming your request for the Reference Tree Service (or relevant part of it) has started or been accepted.

9.2 We shall be entitled immediately or at any time (in whole or in part), without Liability to you, to: i) suspend the Reference Tree Service and/or Website (in whole or in part); ii) suspend your use of the Reference Tree Service and/or Website (in whole or in part); iii) suspend the use of the Reference Tree Service and/or Website (in whole or in part) for persons we believe to be connected (in whatever manner) to you or another suspended or terminated or banned User (including who may have the same or similar email address or Internet protocol address to you or them); and/or iv) terminate this User Agreement immediately; if:

• 9.2.1 you commit any material breach of these Terms and Conditions; or

  9.2.2 we suspect, on reasonable grounds, that you have, might or will commit a material breach of these Terms and Conditions.

9.3 You shall be entitled immediately or at any time (in whole or in part), without Liability to us, to: i) suspend your use of the Reference Tree Service and/or Website (in whole or in part); and/or ii) terminate this User Agreement immediately; if:

• 9.3.1 we commit any material breach of these Terms and Conditions; or

  9.3.2 you suspect, on reasonable grounds, that we have, might or will commit a material breach of these Terms and Conditions.

9.4 In any event, you shall be in “material breach” if you are in breach of the Publication User Licence Terms or Clauses 4.25, 4.29, 4.30, 4.34, 4.39, 4.42, 4.43, 4.44, 4.48, 5, 6, 7 or 8.

9.5 If we suspend or terminate your use of the Reference Tree Service and/or Website (in whole or in part) under Clause 9.2, you shall not attempt to use or access the Reference Tree Service and/or the Website directly or indirectly under any other name or User.

9.6 If we suspend the Reference Tree Service or Website (in whole or in part), we may refuse to restore the Reference Tree Service or Website until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this User Agreement.

9.7 Either party may terminate this User Agreement by notice to the other without cause, to take effect no earlier than the end of your last-finishing Licence Period (but, unless we expressly agree in writing, you must not obtain new Licences during that notice period).

9.8 In the circumstances stated in Clauses 2.3 or 4.13 as being where this Clause 9.8 applies, where your use or access to a Publication through the Website before the end of the relevant Licence Period terminates in circumstances in which you are not in breach of this User Agreement, we shall (as your sole and exclusive remedy) refund to you the Licence Fee for the relevant Licence Period less any deduction for your reasonable usage prior to termination on a pro rata monthly basis (according to how many complete months that you have left on your Licence compared to the overall length of the Licence).

9.9 Each of your and our rights to terminate this User Agreement shall not prejudice any other right or remedy you or we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

10.1 You shall fully and promptly indemnify, and keep indemnified, us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:

• 10.1.1 any claims or legal proceedings arising from your use of the Reference Tree Service or Website or use of the Reference Tree Service or Website through your password, which are brought or threatened against us by any person; or

  10.1.2 any breach of this User Agreement by you,

11.1 This Clause 11 prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

• 11.1.1 the performance, non-performance, purported performance or delay in performance of this User Agreement or the Reference Tree Service or Website (or any part of it or them); or

  11.1.2 otherwise in relation to this User Agreement or the entering into or performance of this User Agreement.

11.2 Nothing in this User Agreement shall exclude or limit our Liability for (i) the tort of deceit; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law.

11.3 In performing any obligation under this User Agreement, our only duty is to exercise reasonable care and skill.

11.4 We do not warrant and we exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the Reference Tree Service or Website; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.

11.5 Save as provided in Clause 11.2 but subject to Clause 11.6, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.

11.6 Save as provided in Clause 11.2 but subject to Clauses 11.5 and 11.8, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this User Agreement, shall not exceed £100. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause
11.6.

11.7 Save as provided in Clauses 11.2 and 11.5, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this User Agreement.

11.8 Save as provided in Clause 11.2, we shall have no Liability for:

• 11.8.1 loss of revenue;

  11.8.2 loss of actual or anticipated profits;

  11.8.3 loss of contracts;

  11.8.4 loss of the use of money;

  11.8.5 loss of anticipated savings;

  11.8.6 loss of business;

  11.8.7 loss of operation time;

  11.8.8 loss of opportunity;

  11.8.9 loss of goodwill;

  11.8.10 loss of reputation;

  11.8.11 loss of, damage to or corruption of data; or

  11.8.12 any indirect or consequential loss;
  and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 11.8.1 to 11.8.11 apply whether such losses are direct, indirect, consequential or otherwise.

11.9 Save as provided in Clause 11.2, our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) £100; or b) 200% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.

11.10 The limitation of Liability under Clause 11.9 has effect in relation both to any Liability expressly provided for under this User Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this User Agreement.

11.11 In this Clause 11:

• 11.11.1 “Liability” means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this User Agreement, including, without limitation, liability expressly provided for under this User Agreement or arising by reason of the invalidity or unenforceability of any term of this User Agreement (and for the purposes of this definition, all references to “this User Agreement” shall be deemed to include any collateral contract); and

  11.11.2 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).

12.1 Please see our Privacy Policy which forms part of this User Agreement.

12.2 You must have the express consent of any third party in order for you to disclose or post details about that other third party to us or to the Website and you will be responsible for ensuring that such third party has agreed to this User Agreement before you send any data about them to us or the Website.

13.1 No partnership/agency: Nothing in this User Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

13.2 No other terms: Except as expressly stated in this User Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

13.3 Assignment: You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under this User Agreement without our prior written consent (which consent we may grant or withhold in our absolute discretion).

13.4 Force majeure: Neither party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this User Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An “Event of Force Majeure” means any cause outside of the party’s reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.

13.5 Entire Agreement: This User Agreement (and our Privacy Policy and any other terms or document referred to in this User Agreement and any other terms and conditions specifically agreed between you and us in writing) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior User Agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this User Agreement except as expressly stated in this User Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this User Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this User Agreement) and that party’s only remedies shall be for breach of contract as provided in this User Agreement.

13.6 No waiver: Unless a party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that party’s other powers, rights or remedies under this User Agreement or at law.

13.7 Severability: If any provision of this User Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this User Agreement shall not be affected.

13.8 Notices: Unless otherwise stated within this User Agreement, notices to be given to either party shall be in writing and shall be delivered by hand or prepaid overnight courier mail or by fax, which shall be sent to you at the address supplied to us or the Website or to us at our address as specified on the Website. Notices shall be deemed received when delivered (and in the case of fax, this shall be upon receipt of an answerback message to the sender’s machine).

13.9 No third party rights: Unless expressly provided in this User Agreement, no term of this User Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act
1999 by any person who is not a party to it.

13.10 Survival: The provisions of Clauses 1, 2, 5, 6, 7, 8, 9, 10, 11, 12 and 13, and the disclaimers in this User Agreement relating to use of the Reference Tree Service or to third parties, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of this User Agreement.

13.11 Governing law: This User Agreement (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and the User hereby submits to the jurisdiction of the English courts. The parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter brought by the User in relation to this Agreement. Nothing in this Clause
13.11 shall limit our right to take proceedings against the User in any other court of competent jurisdiction. All dealings, correspondence and contacts between the parties shall be made or conducted in the English language.