Terms And Conditions
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  1. Interpretation
    1. In these Terms, the following definitions shall apply:
      • Business Day:  means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; Commencement Date:  has the meaning set out in condition 3.2;
      • Confidential Information:  means information of each of the parties by its nature confidential, or that the other party knows or ought to know is confidential, or designated by either party as confidential, relating to the business, products, affairs and finances of the relevant party;
      • Content:  means all content including text, information, data, software, executable code, images, audio, or video material in any medium or form provided by DANESCOR to the Customer through the Website or otherwise under the Contract;
      • Contract:  means these Terms, the initial Order and any subsequent Orders accepted by DANESCOR;
      • Customer:  means the company specified in the Order form using the Services for business  purposes; 
      • Customer Default: has the meaning set out in condition 10.2; 
      • DANESCOR:  means DANESCOR Limited incorporated and registered in England and Wales with company number 11630768 whose registered office is at 19 Reading Road Pangbourne, Reading, Berkshire, England, RG8 7LR;
      • Fees:  means any subscription and non-subscription fees that the Customer pays to DANESCOR under the  Contract; 
      • Initial Subscription Period:  the initial Subscription period specified by DANESCOR in the relevant Order Confirmation, or in writing, or otherwise a Quarter;
      • Intellectual Property:  means: () patents, rights to inventions, designs, copyright and related rights, database rights, trademarks and trade names, rights in get-up and related goodwill and the right to sue for passing off or unfair competition (in each case whether registered, registerable or unregistered); (ii) proprietary rights in domain names; (iii) rights to use, and protect the confidentiality of, trade secrets and Confidential Information; (iv) applications, and rights to apply for and be granted registrations, including extensions and renewals of, such rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world;
      • Market Valuation Report:  a non-exhaustive and generic report produced for information purposes,  summarising valuation multiples of potentially relevant (in DANESCOR’s view) publicly traded companies and multiples where available of similar (in DANESCOR’s view) companies which been acquired in the last 2-3  years; 
      • Normal Business Hours:  9.00 am to 5.00 pm local UK time, each Business Day;
      • Order: means a request to purchase a Service; 
      • Order Confirmation: has the meaning set out in condition 3.1(b); 
      • Non-Subscription Services:  means Market Valuation Reports or other services ordered by the Customer on an ad-hoc or discrete basis from time to time which DANESCOR agrees to provide to the  Customer; 
      • Quarter:  means a period of 3 months starting from the Commencement Date or on the date the Customer subscribes to a  Subscription; 
      • Renewal Period:  means the period described in condition 6.1;
      • Services : means the services and the content available to the Customer on the Website and any other related services which DANESCOR agrees to provide to the Customer under the Contract on a subscription or a non-subscription basis and “Service” means any of  them; 
      • Subscription : a DANESCOR license to a Customer to access the Services on a subscription basis;
      • Terms: these terms and conditions; and
      • Website:  www.danescor.com or any other site used by DANESCOR for the provision of the Services.
    2. Condition headings shall not affect the interpretation of these Terms. 
    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. 
    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 
    5. References to "include" and "including" (or any similar term) shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 
    6. A reference to writing or written includes e-mail.
  2. DANESCOR contract with the Customer
    1. Contract. The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 
    2. Entire agreement. The Contract is the entire agreement between the Customer and DANESCOR in relation to its subject matter. The Customer acknowledges that the Customer has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. 
    3. Business Services. The Services provided under the Contract are for business use only. To the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, or the Contract with the Customer. 
    1. Ordering process. The ordering process for a Subscription or any non-Subscription Service shall be as described below (unless otherwise specified by DANESCOR in writing) 
      1. Placing an Order. Depending on the type of Service requested the Customer may place an Order for Services in one of the following ways:     (i) Click through Order. Customers wishing to order Services may place an Order using the method set out on the Website or as otherwise approved by DANESCOR. Each Order is an offer to access the Services specified in the Order and is subject to these Terms. The Subscription Fees and any other applicable Fees, will be made clear to the Customer on the Website or otherwise during the ordering process and may vary from time to time.   (ii) email Order.  Customers may enquire about the Services or order Services by sending an email to Info@danescor.com.
      2. Order Confirmation.  Orders will be deemed accepted by DANESCOR when the Customer receives an Order confirmation from DANESCOR via email or through similar means with: (i) The Customer’s details; (ii) a breakdown of the Services, DANESCOR will provide; (iii) the applicable Fees; and (iv) a copy of these Terms attached to the Order. 
    2. Commencement Date.  The Contract between the Customer and DANESCOR will come into existence when DANESCOR sends the initial Order Confirmation to the Customer and the customer returns a countersigned copy of the initial Order Confirmation, or otherwise signifies its agreement with the initial Order Confirmation in writing (the “ Commencement Date ”). 
    3. Further Orders.  The Customer may submit subsequent Orders for Services to DANESCOR following the procedure specified in condition 3.1, or as otherwise agreed by DANESCOR in writing, which will become part of the Contract.
    4. If DANESCOR cannot accept the Order.  In the unlikely event that DANESCOR is unable to supply the Services requested for any reason, DANESCOR will inform the Customer of this by email and DANESCOR will not process the Order. 
    1. Registration.  In order to access any Subscription Services or any Non-Subscription Services the Customer must register with DANESCOR by opening a Customer Account through the Website (the “Customer Account”).
    2. Account information.  When registering a Customer Account, the Customer is required to provide certain information such as the first name, last name, job title, telephone, work email address of a contact person, company name, country of incorporation, business sector, business address, VAT number of the Customer, billing telephone number, and username and password (“Log-in Information”). The Customer agrees to provide only accurate, current and complete registration information and to keep that information updated.
    3. Changes to/confidentiality of Log-in Information.  The Customer may change its Log-in Information in its Customer Account at any time. The Customer is responsible for maintaining the accuracy of the Log-in Information and the confidentiality of the password. 
    4. Security.  In the event the Customer becomes aware of or reasonably suspects any breach of security, including without limitation any loss, theft, unauthorised disclosure or use of any password, the Customer must immediately notify DANESCOR. DANESCOR reserves the right to invalidate the Customer’s password and/or to change the password linked to the Customer Account without notice, if DANESCOR has reason to believe the Customer is in breach of this condition or their Log-in Information has been compromised.
    5. DANESCOR rights to the Customer’s Customer Account.  DANESCOR shall be entitled to activate, deactivate or reactivate the Customer’s Account and Customer’s access to any Services at DANESCOR’s sole discretion and without any liability to the Customer, but always in accordance with the Contract.  
  5. TERM
    1. The Contract shall commence on the Commencement Date and shall continue in full force and effect until terminated in accordance with the provisions of the Contract.
    1. Subject to Clause 6.2 below, where DANESCOR is providing Subscription Services to a Customer, the Subscription shall continue for the Initial Subscription Period, and shall thereafter be automatically renewed for successive Quarters or Individual Months (“ Renewal Period ”), unless: (a) the Customer gives a cancelation notice to DANESCOR in writing, at least 14 days before the end of the Initial Subscription Period or any Renewal Period, in which case the Subscription shall be cancelled upon the expiry of the applicable Initial Subscription Period or Renewal Period; or (b) the Contract is terminated in accordance with condition 17 (Suspension & Termination) below, in which instance the Subscription will terminate on the date the Contract terminates.  
    2. Cancellation Right.  The Customer shall be entitled to cancel the initial Subscription without incurring any costs: (a) by sending a cancellation notice to DANESCOR within 5 Business Days (the “Cancellation Period”) of the Commencement Date; and (b) provided the Customer has not downloaded any Content from the Website.

      This cancellation right will expire and shall cease to apply at the end of the Cancellation Period or if and when the Customer downloads any Content from the Website, whichever the earliest.
  7. FEES
    1. The Customer shall pay the Fees in consideration for receiving the Services. The Fees under the Contract shall be payable by the Customer within terms stipulated on the invoice from Danescor.
    2. The Fees are specified in the Fees section of the Order Confirmation above. The Fees may be subsequently varied or updated by agreement of the parties in writing (i.e. the Fees may be updated if the Customer requests further Services from DANESCOR, in which case, DANESCOR will notify the extra Fees to the Customer in writing).
    3. Non-Subscription Services.  Fees for Non-Subscription Services shall be specified in the Confirmation Order or otherwise by DANESCOR in writing.
    4. Market Valuation Report.   Access to the Market Valuation Reports for the customer will run the length of the subscription until it is cancelled.
    5. Price corrections.  DANESCOR will endeavour to ensure that the Subscriptions are priced correctly on the Website or in the Order Confirmation. However, errors may occur. If such a pricing error is discovered, DANESCOR reserves the right to give the Customer the option of either cancelling the Order without incurring any costs, or reconfirming the Order at the correct price.
    6. Cancellation and refunds.  The Subscription Fees are non-cancellable and non-refundable. Notwithstanding the foregoing, if condition 17.2 applies and the Customer terminates the Contract, DANESCOR will refund the Subscription Fees paid in advance by the Customer on a pro-rated basis from the termination of the Contract.
    7. DANESCOR reserves the right to increase the Fees at any time upon giving the Customer, 3 months’ prior notice. The Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services, the Customer must pay DANESCOR such additional amounts in respect of VAT, at the applicable rate, at the same time as the Customer pays the Fees.
    1. Payment for all the Services is in advance. DANESCOR will take the first payment upon the Order Confirmation and will take subsequent payments Quarterly in advance for the Subscription Services or as otherwise agreed with the Customer in writing. 
    2. Payment for the Services shall be by bank transfer, direct debit (or by any other payment method approved by DANESCOR in writing). If the payment method selected is direct debit, the Customer’s designated bank account will be charged automatically each Quarter. 
    3. DANESCOR will send the Customer an electronic invoice for subscription Fees, not less than ten (10) days before the beginning of the Quarter, or the agreed subscription period, and the invoice shall be payable by the Customer within 7 days of receiving the invoice. For any failed or cancelled payments, a £20 administration fee will be levied. 
    4. If the Customer fails to make a payment under the Contract by the due date, then, without limiting DANESCOR’s remedies under condition 17 (Suspension & Termination): (a) DANESCOR may, without liability to the Customer, disable Customer access to all or part of the Services and DANESCOR shall be under no obligation to provide any or all the Services while the monies concerned remain unpaid; and (b) the Customer will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 8.4 will accrue each day at 5% a year above the Barclays Bank PLC’s base rate from time to time.
    5. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    1. Reasonable care and skill.  DANESCOR warrants that the Services will be provided using reasonable care and skill.
    2. Warranty.  The warranty in condition 9.1, shall not apply to the extent any non-conformance is caused by use of the Services contrary to DANESCOR instructions, or modification or alteration of the Services by any party other than DANESCOR or DANESCOR’s duly authorised contractors or agents. DANESCOR: (a) does not warrant that the Customer’s use of the Services will be uninterrupted, virus or error-free, or that the Services will meet the Customer’s requirements; and (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 Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. Service availability.  DANESCOR shall use reasonable endeavours to make the Services and the content available to the Customer on the Website available 24 hours a day, seven days a week during the term of the Contract, except for: (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that DANESCOR has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
    1. The Customer shall ensure that: (a) the terms of the Order are complete and accurate and that any information supplied to DANESCOR or uploaded onto the Website is true, accurate and complete; (b) it follows DANESCOR’s reasonable instructions and co-operates with DANESCOR in all matters relating to the Services; (c) it provides DANESCOR with such information and materials DANESCOR may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and the Customer agrees that if anything occurs after the provisions of such information to render such information untrue inaccurate or misleading it will promptly notify DANESCOR and take such steps as DANESCOR may require to correct any statement or publication based on such information; (d) it keeps a confidential and secure password for its use of the Services; and (e) it complies with all applicable laws and regulations in any jurisdiction where relevant including but not limited to, in relation to the United Kingdom the Financial Services Act 2000 and the regulations made thereunder, the Companies Act 2006, Part V of the Criminal Justice Act 1993 (Insider Dealing), The City Code on Takeovers and Mergers and any rules and regulations of the London Stock Exchange plc.  
    2. If DANESCOR’s ability to perform the Services is prevented or delayed by any failure of the Customer,  to fulfil any obligation listed in condition 10.1 (“ Customer Default” ): (a) DANESCOR may suspend performance of the Services until the Customer remedies the Customer Default, and may rely on the Customer Default to relieve DANESCOR from the performance of the Services, in each case to the extent the Customer Default prevents or delays performance of the Services. In certain circumstances the Customer Default may entitle DANESCOR to terminate the Contract under condition 17 (Suspension & Termination); and (b) DANESCOR will not be responsible for any costs or losses the Customer sustains or incurs arising directly or indirectly from DANESCOR’s failure or delay to perform the Services.
    3. The Customer shall not, use the Services to access, store, distribute or transmit any viruses, or any unlawful material and shall not use the Services in 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, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property, and DANESCOR reserves the right, without liability or prejudice to its other rights to the Customer, to disable access to any material that breaches the provisions of this condition.
    4. The Customer 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 the Contract: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, the Services, or any content thereof (as applicable) in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or (c) access all or any part of the Website, the Services in order to build a product or service which competes with the Website or the Services; or (d) infringe DANESCOR’s Intellectual Property rights or those of any third party in relation to the Customer’s use of the Website or the Services; (e) use the Website, or the Services or any content provided by DANESCOR, to provide services to any third party except as permitted under the Contract; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this condition.
    5. The Customer 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 DANESCOR. The Customer shall be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for: (a) procuring, maintaining and securing its network connections and telecommunications links from its systems to DANESCOR's data centres, and; (ii) 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.
    6. The Customer agrees to indemnify and hold harmless DANESCOR and its employees, consultants, directors representatives or agents (“Affiliates”) against (a) any and all claims damages demands and proceedings brought against or made or alleged (or threatened to be brought made or alleged) in any jurisdiction whether or not successful compromised or settled (collectively “claims”) against DANESCOR or any of the Affiliates; and (b) any losses liabilities costs charges and expenses suffered or incurred by DANESCOR or any of the Affiliates in connection with investigating, responding to, preparing for or defending any claims, arising from any actions or omissions of the Customer or any of its Affiliates in breach of this Condition 10 provided that the Customer shall not be liable for any such claims or losses if and to the extent that they result from DANESCOR’s or the Affiliate’s fraud negligence or willful default. If either the Customer or DANESCOR becomes aware of any claim which may give rise to a liability under this indemnity they will promptly give notice in writing to the other of such claim. The Customer will not without DANESCOR’s written consent be entitled to settle any claim unless such settlement include an unconditional release for DANESCOR and the Affiliates from any and all liability in respect of such claim.
    1. If a problem arises with respect to a Service, the Customer should contact DANESCOR by sending an email to  info@danescor.com
    1. All Intellectual Property rights in or arising out of or in connection with the Services will be owned by DANESCOR. Subject to the terms of this Contract, DANESCOR agree to grant the Customer a revocable, non-exclusive licence during the term of the Contract to use the Intellectual Property rights in the Services for the purpose of the Contract. The Customer shall not sub-license, assign or otherwise transfer the rights granted in this condition 12.1.
    2. By using the Services or posting, or displaying any content through the Services the Customer  hereby grant us a non-exclusive, sublicensable, worldwide, royalty-free right to DANESCOR to use any content the Customer posts or displays on through the Services, including the right to edit, copy, transmit, publish, display, modify, distribute, create derivative works from and develop such content and to transfer such content to third parties for the purpose of the services provided by DANESCOR to the Customer and to other Customers. 9.3.1. The Customer can end this licence by deleting such content from the Services, or generally by closing its account, except to the extent the Customer shared it with others as part of the Services and they copied, re-shared it or stored. The Customer acknowledges and agrees that DANESCOR may collect and process aggregated customers’ usage data from the Services to produce market reports and other information valuable to its business customers. For the avoidance of doubt, such market reports will be general in nature and will not include Confidential Information of the Customer.
    1. DANESCOR will process any personal information from the Customer or the Customer’s personnel in accordance with applicable data protection legislation. 
    1. DANESCOR merely makes the Website and Services available to Customers to find and transact directly with each other. DANESCOR does not introduce Customers to each other or find transactions for Customers.
    2. Except as expressly and specifically provided in the Contract: (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use and shall seek advice from its advisers before making any decision; (b) DANESCOR shall have no liability for any damage caused by errors or omissions in any information or instructions provided to DANESCOR by the Customer in connection with the Services, or any actions taken by DANESCOR at the Customer's direction; (c) 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 (d) the Services are provided to the Customer on an "as is" basis. DANESCOR does not make any representations about or guarantee the truth or accuracy of any Customer information or other Customer Content on the Website, DANESCOR will not be responsible for independently verifying the accuracy of any such information and will not be liable for any inaccuracies therein; (e) the Market Valuation Report (if applicable) is provided for information purposes only. The Customer must not rely on it and shall seek advice from its advisors before making any decision.
    3. Where DANESCOR assist the Company in preparation of any documentation including any information memorandum the Customer will user all reasonable endeavours to ensure that any information supplied to DANESCOR including statements of opinion will be true fair and accurate in all material respects and not misleading in any material respect. The Customer agrees that if anything occurs after the provision of such information to render such information untrue inaccurate or misleading it will promptly notify DANESCOR and take such steps as DANESCOR may require to correct any statement or publication based on such information. DANESCOR will not be responsible for independently verifying the accuracy of any such information and will not be liable for any inaccuracies therein. With regard to any financial forecasts that may be furnished to DANESCOR it may assume that such forecasts have been diligently prepared and reflect the best currently available estimates and judgements.
    4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer’s liability to pay the Fees; and (d) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).  
    5. Subject to condition 14.4, DANESCOR will not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.
    6. Subject to condition 14.4, DANESCOR total liability to the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 50% of the total Fees paid for the Customer under the Contract during a calendar year. This condition 14 will survive termination of the Contract.
    7. Danescor is not authorised or regulated by the Financial Conduct Authority
    1. The Customer and DANESCOR shall not at any time disclose to any person any Confidential Information, except as permitted by condition 15.2. Each of the parties may only use the other's confidential information for the purpose of the Contract.
    2. The Customer and DANESCOR may disclose the other's Confidential Information:  (a) to such of their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out their respective obligations under the Contract. The parties will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this condition 15; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 
    1. The Customer owns the content and information that the Customer submits or post to the Services (the “Customer Content”). The Customer shall be entitled to decide, by using the Website privacy settings on the Website, which part of its profile information will be publicly available to other users of the Website. The rest of the Customer Content will: (i) remain confidential, pursuant to Condition 15.1 above - unless the Customer directs otherwise in writing; and (ii) will only be accessible by the Customer (or by DANESCOR, when this is necessary for the purpose of the provision of the Services). The Customer agrees to provide to DANESCOR a royalty free, non-exclusive, worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, the profile information the Customer makes publicly available through the Website (i.e. the non-confidential information), without any further consent, notice and/or compensation to the Customer or others. The Customer shall be solely responsible for the accuracy, truthfulness and completeness of the Customer Content.
    2. The Website may include information and materials uploaded by other customers of the website, including to their own customer accounts, bulletin boards and chat rooms. This information and these materials have not been verified or approved by DANESCOR. The views expressed by other customers on our Website do not represent our views or values. To complain about information and materials uploaded by other users please contact DANESCOR on  info@danescor.com
    1. Without limiting any of DANESCOR’s other rights, DANESCOR may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract; (b) the Customer fails to pay any amount due under the Contract on the due date for payment; (c) required to comply with any laws, regulations or instructions issued by the government, an emergency service or other competent authority; (d) the Customer takes any step or action in connection with the Customer entering administration, provisional liquidation or any composition or arrangement with the Customer’s creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Customer’s assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (e) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.  
    2. The Customer may terminate the Contract upon providing 7 days’ notice to DANESCOR by giving written notice to DANESCOR, if: (a) DANESCOR commits a material breach of any term of the Contract; and (b) if such a breach is remediable, DANESCOR fail to remedy that breach within 30 days of being notified in writing to do so.
    3. The Contract shall terminate automatically if and when DANESCOR permanently disables and deletes the Customer’s Customer Account and the Customer’s access to the Website.
    4. On termination of the Contract for any reason: (a) all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services; (b) each party, on the other party request, shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; (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 the Contract shall not be affected or prejudiced; (d) the Customer shall pay to DANESCOR immediately any outstanding sums due to DANESCOR under the Contract; and (d) in respect of Services supplied for which no invoice has been submitted, and any other amounts for which the Customer is responsible under the Contract, DANESCOR may submit an invoice, which shall be payable by the Customer within seven (7) days of the date of the invoice.
    5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
    1. Any notice or other communication given by one of the parties to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or by email.
    2. A notice or other communication is deemed to have been received: (a) if delivered personally or by recorded delivery, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at 9.00 am the next Business Day after transmission. If a breach or termination notice is sent by email, a copy of the notice shall also be sent by pre-paid recorded first-class post or other next Business Day recorded delivery service. The provisions of this condition will not apply to the service of any proceedings or other documents in any legal action.
    1. Force Majeure.  DANESCOR will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond DANESCOR reasonable control. 
    2. Assignment and transfer.  DANESCOR may assign or transfer its rights and obligations under the Contract to another entity but will always notify the Customer in writing or by posting on the Website if this happens. The Customer may not assign or transfer their rights or their obligations under the Contract to another person without DANESCOR prior written consent.   
    3. Conflict.  If there is an inconsistency between any of the provisions in these Terms and an Order, the provisions in these Terms shall prevail.
    4. Variation.  DANESCOR may amend these Terms from time to time, by sending the Customer an email or an inmail to the Customer Account. The Customer is not entitled to vary these Terms unless DANESCOR agrees in writing.
    5. Waiver.  If DANESCOR do not insist that the Customer perform any of its obligations under the Contract, or if DANESCOR do not enforce its rights against the Customer, or if DANESCOR delay in doing so, that will not mean that DANESCOR have waived its rights against the Customer or that the Customer do not have to comply with those obligations. If DANESCOR do waive any rights, DANESCOR will only do so in writing, and that will not mean that DANESCOR will automatically waive any right related to any later default by the Customer.
    6. Severance.  Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.  
    7. Third party rights.  The Contract is between the Customer and DANESCOR. No other person has any rights to enforce any of their terms (other than where applicable, their successors and permitted assigns). 
    8. Governing law and jurisdiction.  This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.  The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).