1.1. In this Agreement (unless the context requires otherwise) the following terms shall have the following meanings:
means Accessibility Toolbar Ltd a company registered under the laws of England and Wales with company number 15993052 and with its registered office at Leigh House, 28-32 St. Paul's Street, Leeds, England, LS1 2JT.
means the Agreement between Accessibility Toolbar and Customer for the provision of the Service, comprising the Order Form and these Terms and Conditions.
has the meaning given to it in clause 5.1.
means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
means information that is proprietary or confidential and which is either clearly labelled as such or identified as such on disclosure or which would be understood by a reasonable business person to be confidential or commercially sensitive in nature.
means each consecutive period of twelve (12) months commencing on the Start Date and each anniversary thereof.
means the party entering into this Agreement with Accessibility Toolbar and to whom the Service will be provided, as detailed in the Order Form.
means data and information relating to the Customer, inputted by the Customer or Accessibility Toolbar on the Customer's behalf, for the purpose of using the Service or facilitating the Customer's use of the Service.
means the applicable domain(s) owned and controlled by the Customer, noted on the Order Form, in relation to which the Software shall be enabled, and the Service shall be provided.
means any individual who accesses or visits the Domain.
means patents, rights to inventions, copyright and related rights, trade marks 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, 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, including the right to sue for and recover damages for past infringements.
has the meaning given to it in clause 5.1.
means the online or hard copy order form or registration form issued by Accessibility Toolbar and completed by the Customer in relation to the Service and which references these Terms and Conditions.
means the date on which the provision of the Service shall commence, which (unless agreed otherwise or stated otherwise in the Order Form) shall be the date of Accessibility Toolbar's acceptance of the Order Form.
means the initial term of this Agreement, which (unless agreed otherwise) shall either be one month or one year, depending on whether the Customer has selected a Monthly Subscription or an Annual Subscription, as detailed in the Order Form.
9.00 am to 5.00 pm local UK time, each Business Day.
means each time an individual Domain Visitor visits, or interacts with, a individual webpage within the Domain.
means the period described in clause 5.2.
means the subscription service provided by Accessibility Toolbar and described at accessibilitytoolbar.com. which facilitates website accessibility by allowing website visitors to personalise their viewing experience by customising elements of a website (such as font size, and colour contrast) to suit their individual needs.
means the accessibility toolbar software used by Accessibility Toolbar to provide the Service.
means the subscription fees payable by the Customer to Accessibility Toolbar under this Agreement, as detailed in the Order Form, or calculated in accordance with Accessibility Toolbar's standard price list in force from time to time and published at Pricing page.
has the meaning given in clause 5.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
means the specific usage rights purchased by the Customer under this Agreement, as further detailed in clause 3 and/ or (if applicable) defined in the Order Form.
1.2 In this Agreement: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement; and (d) a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
2.1. Accessibility Toolbar may (in its discretion) permit the Customer to use the Service on a free trial basis (a "Free Trial") for a limited period of sixty (60) days from the Start Date (the "Trial Period"),
and this shall be confirmed in the Order Form if applicable.
Where the Customer has been given a Free Trial, Accessibility Toolbar grants to the Customer a right to use the Service free of charge during the Trial Period,
solely for the purpose of evaluating the Service to determine whether the Customer wishes to continue with the Service at the end of the Free Trial (a "Free Trial Licence").
2.2. The Free Trial Licence granted under this clause 2 shall terminate automatically at the end of the Trial Period.
Unless the Customer gives Accessibility Toolbar written notice to terminate this Agreement prior to the end of the Trial Period,
the Free Trial shall automatically become a full priced Monthly Subscription or Annual Subscription (as stated in the Order Form) at the end of the Trial Period,
and the Customer shall become liable for the applicable Subscription Fees set out in the Order Form.
2.3. The Customer may only benefit from one Free Trial.
If the Customer wishes to benefit from additional Free Trials the Customer must contact Accessibility Toolbar to request this
and Accessibility Toolbar may (in its absolute discretion) decline or agree to any such request.
If Accessibility Toolbar discovers that the Customer has benefitted from more than one Free Trial without obtaining Accessibility Toolbar's prior written consent,
or has continued to use the Service or Software after the end of the Trial Period without purchasing a full Monthly Subscription or Annual Subscription,
Accessibility Toolbar reserves the right to charge the Customer the applicable full Subscription Fee in respect of the relevant period of use.
3.1. Accessibility Toolbar offers three types of subscription and subscription pricing (small, medium or large) based on the number of individual page views the Customer receives at its Domain. Subject to the Customer purchasing the correct subscription type (as noted in the Order Form) in accordance with clause 4.1, and the other terms and conditions of this Agreement, Accessibility Toolbar hereby grants to the Customer a non-exclusive, non-transferable right to use the Service in relation to the Domain(s), during the Subscription Term solely for the purpose for which it is intended, namely to facilitate website accessibility by allowing website visitors to personalise their viewing experience by customising elements of a website (such as font size, and colour contrast) to suit their individual needs.
4.1. The Customer acknowledges that the Service may only be used in connection with the Domain(s) (as detailed in the Order Form),
and that the appropriate subscription type, and applicable Subscription Fee, is based on the number of Page Views at the Domain(s).
Accordingly, the Customer's rights to use the Service granted under this Agreement are limited to the Domain(s) and applicable number of Page Views,
as stipulated in the Order Form and this Agreement ("Usage Rights").
4.2. The Customer hereby permits Accessibility Toolbar to monitor, inspect and audit the Customer's use of the Service,
including the number of Page Views at the Domain(s), in order to establish whether the Customer's use of the Service has exceeded the relevant Usage Rights
or pricing band for the Customer's Subscription, and to ensure that the Service has been used in compliance with this Agreement more generally.
4.3. If any monitoring, inspection or audit under clause 4.2 reveals that the Customer has exceeded any applicable Usage Rights,
or underpaid Subscription Fees due to Accessibility Toolbar, or otherwise used the Service in breach of this Agreement,
then without prejudice to Accessibility Toolbar's other rights, the Customer shall (as applicable)
pay to Accessibility Toolbar an amount equal to any underpayment of Subscription Fees,
or remedy any other non-compliance with this Agreement (as Accessibility Toolbar Ltd reasonably require).
5.1. When purchasing a Subscription to use the Service, the Customer may elect to take a Subscription with an Initial Subscription Term of one month (a "Monthly Subscription") or one year (an "Annual Subscription") and this shall be set out in the Order Form.
Accordingly, all references in this Agreement to the Initial Subscription Term shall be to one month or one year (as appropriate).
5.2. This Agreement shall, unless otherwise terminated as provided in clause 18 (Termination), commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of one month (each a "Renewal Period"), unless:
(a) either party notifies the other party of termination, in writing, before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
The Initial Subscription Term together with any subsequent Renewal Period(s) shall constitute the "Subscription Term".
In the event that the Customer wishes to terminate its subscription to use the Service at the end of the Initial Subscription Term or any Renewal Period, it should give notice in writing to admin@accessibilitytoolbar.com.
6.1. The Customer agrees that it is solely responsible for any use it makes of the Service.
The Customer shall comply with all applicable laws, regulations and codes of practice in using the Service,
and shall not use the Service or Software for any unlawful, illegal, harmful or discriminatory purpose.
Accessibility Toolbar reserves the right, without liability to the Customer and without prejudice to its other rights,
to disable or suspend the Customer's use of the Service, in the event that Accessibility Toolbar believes that there may have been a breach of the provisions of this clause or this Agreement generally.
6.2. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or Software (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Software; or
(c) access or use all or any part of the Service or Software in order to build a product or service which competes with the Service and/or Software; or
(d) use the Service to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service or Software available to any third party except the Domain Visitors; or
(f) introduce or permit the introduction of, any virus into the Service or Accessibility Toolbar's network and information systems.
6.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and Software and,
in the event of any such unauthorised access or use, promptly notify Accessibility Toolbar.
7.1. Subject to clause 8.2 and 8.3 below, the Customer may, from time to time during the Subscription Term,
request to update its subscription to reflect the addition of new Domains and/or any increase in the number of Page Views to any Domain,
and Accessibility Toolbar may then (at its reasonable discretion) permit use of the Service subject to an appropriate adjustment to the Subscription Fees due under this Agreement.
7.2. If the Customer wishes to update its subscription as set out in clause 8.1, the Customer shall notify Accessibility Toolbar in writing.
Accessibility Toolbar shall evaluate such request and respond to the Customer with approval or rejection of the request
and detailing any additional Subscription Fees which shall be payable in respect of the revised Usage Rights.
Where Accessibility Toolbar approves the request, then Accessibility Toolbar shall activate the revised Subscription
as soon as reasonably practicable after approval of the Customer's request, or with effect from any date expressly agreed between the parties.
7.3. If Accessibility Toolbar approves the Customer's request to update its Subscription as set out in clause 8.1,
the Customer shall, within 30 days of the date of Accessibility Toolbar's invoice, pay to Accessibility Toolbar the relevant fees for the revised Subscription.
8.1. Accessibility Toolbar shall, during the Subscription Term, provide the Service to the Customer on and subject to the terms of this Agreement.
8.2. Accessibility Toolbar shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 12.00 pm to 7.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours,
provided that Accessibility Toolbar has used reasonable endeavours to give the Customer at least five (5) Normal Business Hours' notice in advance.
9.1. Accessibility Toolbar will, as part of the Service, provide the Customer with Accessibility Toolbar's standard customer support services during Normal Business Hours in accordance with this clause 9.
9.2. Should the Customer require support in relation to the Service (such as assistance with technical queries or if the Customer is experiencing an error or fault when using the Service),
the Customer may submit a reasonable number of technical queries concerning the Service to Accessibility Toolbar by email at
admin@accessibilitytoolbar.com,
and Accessibility Toolbar Ltd will use reasonable endeavours to respond in a timely manner during Normal Business Hours.
10.1. Accessibility Toolbar Ltd undertakes to provide the Service in accordance with the terms of this Agreement and using reasonable skill and care.
10.2. The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Accessibility Toolbar's instructions,
or modification or alteration of the Service by any party other than Accessibility Toolbar or Accessibility Toolbar's duly authorised contractors or agents.
If the Service does not conform with the foregoing undertaking, Accessibility Toolbar will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly,
or provide the Customer with an alternative means of accomplishing the desired performance.
Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 11.1.
10.3. Accessibility Toolbar does not warrant that:
(a) the Customer's use of the Services will be uninterrupted or error-free; or
(b) that the Service will meet the Customer's requirements; or
(c) the Service or Software will be free from viruses or vulnerabilities.
10.4. Accessibility Toolbar 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 Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.1. The Customer shall:
(a) provide Accessibility Toolbar with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Accessibility Toolbar in order to provide the Service,
including but not limited to Customer Data (if applicable), security access information and configuration services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Accessibility Toolbar, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
(e) ensure that its network and systems comply with the relevant specifications provided by Accessibility Toolbar from time to time; and
(f) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Accessibility Toolbar's data centres,
and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
11.2. The Customer shall own all right, title and interest in and to all of the Customer Data
and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
12.1. The Customer shall pay the Subscription Fees to Accessibility Toolbar in accordance with the Order Form and this clause 13.
Unless agreed otherwise in writing by Accessibility Toolbar, all Subscription Fees due under this Agreement shall be calculated in accordance with Accessibility Toolbar's then current standard price list from time to time,
details of which can be seen at Pricing page.
12.2. The Subscription Fees shall be paid by such method and within such timeframes as are stipulated in the Order Form or (where no particular dates or payment method is stipulated)
within thirty (30) days of the date of Accessibility Toolbar's invoice therefor.
12.3. Unless stated otherwise on the Order Form or agreed in writing by Accessibility Toolbar:
(a) if the Customer has opted for a Monthly Subscription, all Subscription Fees shall be payable monthly in advance; and
(b) if the Customer has opted for an Annual Subscription, all Subscription Fees shall be payable annually in advance.
12.4. Unless stated otherwise, all Subscription Fees and other amounts referred to in this Agreement:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable; and
(c) are exclusive of value added tax, which shall be payable (and added to Accessibility Toolbar's invoice(s)) at the appropriate rate.
12.5. If the Customer fails to make payment of any sum due to be paid to Accessibility Toolbar under this Agreement by the due date for payment, then without prejudice to any other rights and remedies available to Accessibility Toolbar: (a) Accessibility Toolbar may, without liability to the Customer, disable the Customer's access to and/ or use of the Service (or any part of it) and Accessibility Toolbar shall be under no obligation to provide any or all of the Service while the outstanding amounts 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 Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
12.6. Accessibility Toolbar shall be entitled to increase the Subscription Fees from time to time by publishing updated pricing on its website, and/ or by giving 30 days' prior written notice to the Customer. Unless agreed otherwise in writing, upon renewal of the Customer's Subscription for a Renewal Period, Subscription Fees for the Renewal Period shall be due in accordance with Accessibility Toolbar's then current price list in force as at the renewal date.
13.1. The Customer acknowledges and agrees that Accessibility Toolbar (and/or its licensors) own all Intellectual Property Rights in the Service and Software.
Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights,
or any other rights or licences in respect of the Service or Software.
13.2. Accessibility Toolbar confirms that it has all the rights in relation to the Service and the Software that are necessary
to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
14.1. Each of the parties agree to comply with all applicable laws concerning data protection and privacy in connection with their activities under this Agreement.
14.2. Where Accessibility Toolbar (acting as a controller) collects personal data concerning personnel of the Customer
in order to manage its relationship with the Customer and perform its obligations under this Agreement,
such data shall be handled in accordance with Accessibility Toolbar Privacy Policy, which is available on its website.
14.3. Accessibility Toolbar does not ordinarily collect or process any personal data concerning Domain Visitors in connection with the provision of the Service.
Accordingly, the parties have determined that Accessibility Toolbar will not act as a processer on behalf of the Customer, for the purposes of this Agreement.
In the event that Accessibility Toolbar is required, for any reason, to process any personal data concerning Domain Visitors or any other data subjects,
on behalf of the Customer in connection with this Agreement or the provision of the Services,
then Accessibility agrees upon request to enter into an appropriate form of Data Processing Agreement to ensure compliance with applicable data protection laws.
15.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
15.2. Subject to clause 16.4, 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 this Agreement.
15.3. 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 the terms of this Agreement.
15.4. 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 16.4,
it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
15.5. The Customer acknowledges that details of the Service and Software, constitute Accessibility Toolbar's Confidential Information.
15.6. The above provisions of this clause 16 shall survive termination of this Agreement, however arising.
16.1. THE SERVICE AND SOFTWARE ARE DESIGNED AS A TOOL TO ASSIST THE CUSTOMER TO MAKE ITS WEBSITE(S) MORE ACCESSIBLE TO WEBSITE VISITORS WITH DISABILITIES, AND THEREFORE TO FACILITATE THE CUSTOMER IN ACHIEVING A GREATER LEVEL OF COMPLIANCE WITH APPLICABLE ACCESSIBILITY LEGISLATION, REGULATIONS AND GUIDELINES ("ACCESSIBILITY LAWS").
HOWEVER, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ACCESSIBILITY TOOLBAR DOES NOT GIVE ANY WARRANTY, UNDERTAKING, REPRESENTATION, GUARANTEE OR ASSURANCE THAT USE OF THE SERVICES AND/ OR SOFTWARE WILL (BY ITSELF OR GENERALLY) BE SUFFICIENT TO ENABLE OR ENSURE THAT THE CUSTOMER OR ITS WEBSITES ARE FULLY COMPLIANT WITH ACCESSIBILITY LAWS.
16.2. WITHOUT PREJUDICE TO THE GENERAL DISCLAIMER ABOVE, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT SHALL, AT ALL TIMES, REMAIN SOLELY RESPONSIBLE FOR ACHIEVING AND ENSURING COMPLIANCE WITH ITS LEGAL OBLIGATIONS AND RESPONSIBILITIES, INCLUDING UNDER ACCESSIBILITY LAWS OR CONCERNING WEBSITE ACCESSIBILITY GENERALLY.
16.3. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE AND SOFTWARE MAY INTERACT AND OPERATE IN DIFFERENT WAYS, AND WITH VARYING DEGREES OF SUCCESS, WITH DIFFERENT DOMAINS AND WEBSITES, DEPENDING ON THE DESIGN OF SUCH WEBSITES AND THE OTHER TECHNOLOGY AND SOFTWARE USED BY THE CUSTOMER.
THE CUSTOMER AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR TESTING THE SERVICE AND SOFTWARE TO ENSURE THAT IT IS OPERATING CORRECTLY AND AS EXPECTED,
AND FOR PUTTING IN PLACE ANY OTHER MEASURES OR TECHNOLOGIES AS MAY BE REQUIRED TO ENSURE THAT ITS WEBSITES AND DOMAINS ARE ACCESSIBLE AND COMPLIANT WITH ACCESSIBILITY LAWS.
17.1. Except as expressly and specifically provided in this Agreement,
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law
are, to the fullest extent permitted by applicable law, excluded from this Agreement.
17.2. Nothing in this Agreement excludes the liability of Accessibility Toolbar:
(a) for death or personal injury caused by Accessibility Toolbar's negligence; or
(b) for fraud or fraudulent misrepresentation; or
(c) for any other liability which may not be limited or excluded under applicable law.
17.3. Subject to clause 17.2, Accessibility Toolbar 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, loss of anticipated savings, loss of opportunity,
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 or in connection with this Agreement.
17.4. Subject to clause 17.2, Accessibility Toolbar's 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 this Agreement shall,
in respect of liabilities arising in any Contract Year, be limited to an amount equal to the total Subscription Fees actually paid
to Accessibility Toolbar in respect of that Contract Year.
18.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.
18.2. On termination (or expiry) of this Agreement for any reason:
(a) all rights and licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Service and Software;
(b) each party shall return and make no further use of any equipment, property, software, documentation and other items (and all copies of them) belonging to the other party; 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
19.1. Accessibility Toolbar shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Accessibility Toolbar or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
19.2. If there is an inconsistency between any of the provisions in the Order Form and in these Terms and Conditions, the provisions in the Order Form shall prevail.
19.3. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.5. If any provision or part-provision of this Agreement 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 this Agreement.
19.6. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
19.7. The Customer shall not, without the prior written consent of Accessibility Toolbar, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Accessibility Toolbar may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.8. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19.9. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
19.10. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
19.11. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
19.12. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
19.13. Accessibility Toolbar Ltd may update these Terms and Conditions from time to time and updated copies of these Terms and Conditions shall be published at accessibilitytoolbar.com. Unless expressly agreed otherwise in writing, the Agreement shall be governed by the version of these Terms and Conditions in force as at the Start Date for the duration of the Initial Subscription Agreement and shall be governed by the version of these Terms and Conditions in force on the first day of any Renewal Period for the duration of that Renewal Period.
19.14. This is Version 1.0 of these Terms and Conditions issued on 21 May 2025.