These Threads Subscriber Terms and Conditions (the “Terms”) are the terms and conditions on which Threads Software Limited (trading as “Threads”), a company registered in England and Wales with company number 11201996 whose registered office is at 5 Surbiton Hill Road, Surbiton, Surrey, KT6 4TW (Threads/we/us/our), supplies the Services to individuals and organisations that sign up those Services (each a “Subscriber”). Threads has agreed to provide and the Subscriber agrees to use the Services subject to these Terms.
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: means all correspondence, conversations, information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a party’s operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers, business affairs, personal and family affairs, this agreement or information which the parties knew or ought reasonably to have known to be confidential (whether or not marked as confidential), including information identified as Confidential Information in clause 11.
Fees: means the Subscription Fees (including the fees for any upgraded Subscriptions) and/or the One-Off Migration Fees (as applicable).
Free Trial: means the trial period of 14 days during which a Subscriber may use the Services free of charge subject to the Limitations applicable to trial accounts as described on the Site;
Initial Subscription Term: the initial subscription term of one month, but excluding any free trial period (where applicable).
Intellectual Property Rights: means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Limitations: has the meaning given to it in clause 6.3.
Normal Business Hours: 9.00 am to 5.00 pm local UK time on Business Days. One-off Migration Fees: the fees payable by the Subscriber to Threads for the One-off Migration Service.
One-off Migration Service: the provision of Software to facilitate the migration of emails to a customer relationship management platform with which Threads integrates.
Ongoing Services: the provision of Software to facilitate the ongoing capture, organisation and/or migration of emails and/or phone calls.
Renewal Period: means each successive period of 1 month following the Initial Subscription Term.
Services: the services provided by Threads to the Subscriber under these Terms, including the One-off Migration Service and/or the Ongoing Services.
Site: www.threads.cloud or any other website notified to the Subscriber by Threads from time to time.
Software: the online software application developed by Threads and deployed to provide the Services.
Subscription: a subscription purchased pursuant to clause 9.1, which entitles the Subscriber to access and use the applicable Services in accordance with these Terms.
Subscriber Data: the data provided by the Subscriber for the purpose of using the Services or facilitating the Subscriber’s use of the Services.
Subscription Fees: the subscription fees payable by the Subscriber to Threads for the Subscription as set out on the Site or as otherwise notified by Threads to the Subscriber.
Subscription Term: means the period during which Services are made available by Threads to the Subscriber.
Support: means in relation to a paying Subscriber only, telephone and email support during Normal Business Hours. For the avoidance of doubt, only email support will be provided to those using the Free Trial.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
1.9 A reference to writing or written includes e-mail.
1.10 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.
2. These Terms
By signing up for a Free Trial or to receive the Services the Subscriber agrees to be bound by these Terms.
3. Variation to these Terms
Threads may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services by updating the version of these Terms on the Site. The Subscriber agrees to review the Terms regularly and that by continuing to use the Services the Subscriber shall be bound by the current version of the Terms on the Site from time to time. The Subscriber agrees that Threads shall not be liable to the Subscriber or to any third party for any modification of the Terms.
4. General Subscriber obligations
4.1 The Subscriber undertakes that it shall keep a secure password for its use of the Services and that the Subscriber shall keep their password confidential.
4.2 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that, or use the Services in such a way that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability;
(f) is otherwise illegal or causes damage or injury to any person or property;
(g) violates any third party right;
(h) attempts to impersonate another person or entity;
(i) falsely states, misrepresents, or conceals its affiliation with another person or entity; or
(j) improperly solicits personal or sensitive information from other users;
and if the Subscriber breaches this clause, Threads reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber’s access to the Services or any material that breaches the provisions of this clause.
4.3 The Subscriber shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means;
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Services in order to build a product or service which competes with the Services;
(c) use the Services to provide services to third parties without consent;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 4; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into Threads’ network and information systems.
4.4 The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Threads.
4.5 The Subscriber shall:
(a) provide Threads with:
(i) all necessary co-operation in relation to these Terms; and
(ii) all necessary access to such information as may be required by Threads,
in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;
(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c) carry out all other Subscriber responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Subscriber’s provision of such assistance as agreed by the parties, Threads may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Services are used in accordance with the terms and conditions of these Terms;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Threads, its contractors and agents to perform their obligations under these Terms, including without limitation the processing of Subscriber Data in connection with the provision of the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Threads from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Threads’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber’s network connections or telecommunications links or caused by the Internet; and
(h) comply with the Mandatory Policies.
4.6 Threads shall not be liable for anything done by the Subscriber in breach or contravention of this clause 4.
5. Threads’ obligations
5.1 In consideration of the Subscriber paying the applicable fees (or accepting Threads’ offer of a Free Trial), and subject to these Terms and any other conditions highlighted during the registration process (including the Limitations), Threads will grant the Subscriber a non-transferable, non-exclusive, non-sublicensable worldwide licence, without the right to grant sublicences, to use the applicable Services during the applicable Subscription Term, solely for the Subscriber’s internal business operations.
5.2 Threads undertakes that the Services will be performed in accordance with these Terms and with reasonable skill and care.
5.3 Threads shall not be liable for any issues with or non-conformance of the Services caused by:
(a) failure to correctly follow installation, implementation or any other instructions relating to the Services provided by Threads;
(b) modification or alteration of the Services by any party other than Threads or Threads’ duly authorised contractors or agents;
(c) use of outdated, incompatible or unsupported software or technology (including, but not limited to, old versions of Internet browsers and incompatible devices), or the Subscriber’s failure to follow Threads’ advice to apply an update offered; and/or
(d) failure to have in place the minimum system requirements advised by Threads or the relevant software providers (as applicable) or materially changing the technologies and/or systems which were originally in place when Threads agreed to provide the Services.
5.4 Subject to clause 5.3, if the Services do not conform with the standard set out in clause 5.2 Threads will use reasonable commercial endeavours to correct any such non-conformance promptly, or (at Threads’ option) provide the Subscriber with a full or partial refund, or an alternative means of accomplishing the desired performance. This constitutes the Subscriber’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.2.
5.5 Threads shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, subject to scheduled maintenance performed outside Normal Business Hours and, provided that Threads has used reasonable endeavours to give the Subscriber at least 24 hours’ notice in advance, unscheduled maintenance at any time.
5.6 Threads will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with Support during Normal Business Hours. Threads may amend the Support it provides in its sole and absolute discretion from time to time.
(a) does not warrant that:
(i) the Subscriber’s use of the Services will be uninterrupted, timely, secure, or error-free;
(ii) any errors in the Services will be corrected;
(iii) that the Services, and/or the information obtained by the Subscriber through the Services will meet the Subscriber’s requirements or expectations; or
(iv) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and the Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) will not be liable to the Subscriber or any third party in connection with any price change, or modification, suspension or discontinuance of the Services.
5.8 These Terms shall not prevent Threads from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
5.9 Threads warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
5.10 The Subscriber accepts that Threads is not responsible for backing up Subscriber Data under any circumstances and in the event of any loss or damage to Subscriber Data, the Subscriber shall therefore have no remedy against Threads. In addition, Threads shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party.
6. Service upgrades and limitations
6.1 This clause 6 is subject always to the clause 13 (Limitations on Liability).
6.2 Threads will make reasonable efforts to update the information contained in any of the content and materials compromising part of the Services, but Threads makes no representations, warranties or guarantees, whether express or implied, that the Services content or materials are accurate, complete or up to date.
6.3 The Subscriber acknowledges and accepts that:
(a) the Services (including the Free Trial) remain subject to any limitations set out on the Site at the point of sign-up or purchase (as applicable), for example (but not limited to) limitations on data volume, data storage, and the number of email accounts that may be migrated (the “Limitations”), and the Subscriber’s use of the Services shall not exceed the Limitations; if the Subscriber exceeds any of the Limitations, Threads will be entitled to automatically upgrade the Subscriber to the minimum subscription tier that provides for the Subscriber’s actual usage of the Services, at the prevailing cost of such additional Services at the time; and
6.4 The Subscriber acknowledges and accepts that:
(a) Threads cannot verify or confirm the accuracy or completeness of the Services, but will use its commercially reasonable endeavours to ensure that such Services are performed as advertised;
(b) Threads shall have no liability for any failure to transmit or transfer any Subscriber Data between Threads and any third party software application.
6.5 Subscribers can upgrade their Subscription at any time. If the Subscriber upgrades their Subscription, the Subscriber shall pay Threads, in accordance with clause 9.2, the additional fees as notified to the Subscriber either by Threads or as set out on the Site.
6.6 If a Subscription is upgraded by the Subscriber part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated to take into account the remaining portion of the Initial Subscription Term or the then current Renewal Period (as applicable).
7. Data protection
8. Third party providers
9. Charges and payment
9.1 The Subscriber shall pay any Fees to Threads in accordance with this clause 9.
9.2 The Subscriber shall on or before the date on which a paid Subscription commences provide valid, up-to- date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details to Threads’ nominated payment provider, and the Subscriber hereby authorises such payment provider, on Threads’ behalf, to bill such credit card:
(a) In the case of Ongoing Services: on the date on which the Initial Subscription Term commences, and subsequently at the start of each Renewal Period
(b) In the case of a One-off Migration Service: on the date on which access to the One-off Migration Service is made available; and
(c) In the case of a Subscription upgrade: on the date on which such upgrade takes effect.
9.3 If Threads has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Threads:
(a) Threads may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the Services and Threads shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated on the Site or referred to in these Terms:
(a) shall be payable in the currency selected on the Site at the point of purchase;
(b) are, unless otherwise expressly stated herein, non-cancellable and non-refundable; and
(c) are exclusive of value added tax, which shall be added at the appropriate rate.
9.5 Threads shall be entitled to increase the Fees at any time upon 30 days’ prior notice to the Subscriber and such increase shall take effect at the start of the next Renewal Period following such notice.
10. Proprietary rights
10.1 The Subscriber acknowledges and agrees that Threads and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these Terms does not grant the Subscriber any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2 Threads confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
10.3 The Subscriber confirms that it has the right to use any Subscriber Data uploaded or provided in connection with the Services, and accepts that it is responsible for such Subscriber Data (including creating back-ups of it).
10.4 Subject to any agreements to the contrary, the Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.
10.5 Threads does not own, control, verify, or endorse Subscriber Data. However, the Subscriber grants Threads a worldwide, non-exclusive, royalty-free licence to use Subscriber Data, for as long as such Subscriber Data is protected by intellectual property laws, for the limited purpose of operating, delivering, improving, protecting and customising the Site, Software and Services (including developing new technologies and services).
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party that is unlawful or in breach of its contractual obligations to another party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, provided that such independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Threads acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.
11.6 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court, or any other authority of competent jurisdiction.
11.7 The above provisions of this clause 11 shall survive termination of these Terms, however arising.
12.1 The Subscriber shall defend, indemnify and hold harmless Threads against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any breach of clause 7 (Data Protection) and (ii) the Subscriber’s use of the Services and, provided that:
(a) the Subscriber is given prompt notice of any such claim;
(b) Threads provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber’s expense; and
(c) the Subscriber is given sole authority to defend or settle the claim.
12.2 In the defence or settlement of any claim, Threads may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement immediately upon notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
12.3 In no event shall Threads, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
(a) the Subscriber’s use of the Services after notice of the alleged or actual infringement from Threads or any appropriate authority;
(b) the Subscriber’s failure to correctly follow installation, implementation or any other instructions relating to the Services given to the Subscriber by Threads;
(c) modification or alteration of the Services by any party other than Threads or Threads’ duly authorised contractors or agents;
(d) the Subscriber’s use of outdated, incompatible or unsupported software or technology (including, but not limited to, old versions of Internet browsers and incompatible devices), or the Subscriber’s failure to follow Threads’ advice to apply an update offered; and/or
(e) the Subscriber’s failure to have in place the minimum system requirements advised by Threads or the relevant software providers (as applicable) or materially changing the technologies and/or systems which were originally in place when Threads agreed to provide the Services.
12.4 The foregoing and clause 12.3(b)13.3(b) state the Subscriber’s sole and exclusive rights and remedies, and Threads’ (including Threads’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation of liability
13.1 Except as expressly and specifically provided in these Terms:
(a) the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber, and for conclusions drawn from such use. Threads shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Threads by the Subscriber in connection with the Services, or any actions taken by Threads at the Subscriber’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(c) the Services are provided to the Subscriber on an “as is” basis. 10
13.2 Nothing in these Terms excludes the liability of Threads:
(a) for death or personal injury caused by Threads’ negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
(a) Threads shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
(b) Threads’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to:
(i) the One-off Migration fee, in respect of any liability arising out of a Subscriber’s purchase of a One-off Migration Service; or
(ii) the Subscription Fee paid during the previous 12 months, in respect of any liability arising out of a Subscriber’s purchase of Ongoing Services.
14. Term and termination
14.1 Ongoing Services shall commence on the date on which the Free Trial or the Initial Subscription Term commences (whichever is the earlier), and shall continue until the later of (i) the end of the Free Trial; or (ii) the date on which the Subscription is terminated.
14.2 A One-off Migration Service shall commence on the date on which access to the One-off Migration Service is granted, and shall continue until the earlier of:
(a) the date on which the Subscriber confirms their acceptance that that the One-Off Migration is complete by email; or
(b) if the Subscriber does not accept that the One-Off Migration is complete, the date which is 3 months after the date on which Threads notified the Subscriber that the One-off Migration Service is complete unless otherwise agreed between the parties.
14.3 A Subscription shall not automatically renew under clause 14.1 if:
(a) the Subscriber cancels its Subscription by email to firstname.lastname@example.org not less than 14 days prior to the end of the Initial Subscription Term or any Renewal Period, in which case the provision of the Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
(b) Threads notifies the Subscriber of termination at any time prior to the end of the Initial Subscription Term or any Renewal Period, in which case the provision of the Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(c) the Subscription is otherwise terminated in accordance with the provisions of these Terms. 11
14.4 Without affecting any other right or remedy available to it, subject to clause 14.7, Threads may terminate the Services with immediate effect by giving written notice to the other party.
14.5 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 3 Business Days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.5(c) to clause 16.4(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.6 On termination of a Subscription by either party pursuant to clause 14.3 or by Threads pursuant to clause 14.5, there shall be no refund of any Subscription Fees already paid by the Subscriber.
14.7 On termination of the Services by Threads pursuant to clause 14.4, Threads shall refund prorate any Subscription Fees which have already been paid by the Subscriber which are applicable to the period after the date of termination until the end of the Initial Subscription Term or the then current Renewal Period.
14.8 On termination of a Subscription for any reason:
(a) all licences granted under these Terms shall immediately terminate and the Subscriber shall immediately cease all use of the Services;
(b) Threads may delete or purge any of the Subscriber Data in its possession (although any Subscriber Data already migrated to a customer relationship management platform will remain in place); and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
Threads may suspend any use of the Services, remove any content or disable or terminate any Subscription that Threads reasonably and in good faith believes violates these Terms. Threads will use commercially reasonable efforts to notify the Subscriber prior to any such suspension or disablement, unless Threads reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party. Under circumstances where notice is delayed, Threads will provide the notice if and when such circumstances no longer apply.
16. Force majeure
Threads shall have no liability to the Subscriber under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Threads or any other party), failures of a utility service or transport or telecommunications network, epidemics or pandemics, acts of God, wars, riots, civil commotion, malicious damage, the need to comply with any law or governmental order, rule, regulation or direction, accidents, breakdowns of plant or machinery, fires, earthquakes, floods, storms or defaults of suppliers or sub-contractors, provided that, where possible, the Subscriber is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Site, the provisions in the main body of these Terms shall prevail.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
21. Entire agreement
21.1 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22.1 The Subscriber shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
22.2 Threads may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
23. No partnership or agency
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. Third party rights
These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1 Any notice required to be given under these Terms shall be in writing and shall be sent by email to the other party’s email address, in the case of Threads as set out on the Site, and in the case of the Subscriber as last notified to Threads in your online account. A notice sent by email shall be deemed to have been received at the time of transmission.
25.2 The Subscriber agrees that all communications provided by Threads electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and agrees to keep its account contact information current.
26. Governing law
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).