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Normandy Cricket Club

Terms & Conditions

By accessing or using any part of the Website, you agree to these terms and conditions (“Terms”) for the supply and use of the Services (as defined below). The Services, and these Terms, are for clubs and societies only and are not for individual and/or consumer use. Please read these Terms carefully. If you do not agree to these Terms, you must not order any Services from us. By ordering Services from us, you represent and warrant that you: (a) are an authorised representative of that club or society; (b) have the authority to bind that club or society to these Terms and (c) agree to be bound by these Terms on behalf of that club or society.

We are Simmetrics Limited (“Simmetrics”, “we” or “us”), a company incorporated and registered in England and Wales with company number 3386764 whose registered office is at Unit 11, Hove Business Centre, Fonthill Road, Hove, East Sussex BN3 6HA. Our registered VAT number is 700601008. You can contact us by emailing us using the contact form at https://www.myclubhouse.co.uk/contact.

Agreed Terms

  1. INTERPRETATION
    1. The definitions and rules of interpretation in this clause apply in these Terms.
      • Authorised Users: those employees, agents, authorised representatives and independent contractors of the Customer, including the Club Administrator, who are authorised by the Customer to use the Services and the Documentation, up to a maximum of 5000 people, unless otherwise agreed in writing between the parties.
      • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      • Club Administrator: an authorised representative appointed by the Customer in accordance with clause 7(b) for the purposes of overseeing and managing the Customer’s obligations under these Terms.
      • Club Members: individual members of the Customer’s club or society.
      • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.
      • Customer: the club, association, society or organisation which purchases Services from Simmetrics.
      • Customer Data: the data inputted by the Customer, Authorised Users, Club Members or Simmetrics on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
      • Documentation: the document made available to the Customer by Simmetrics online via http://www.myClubhouse.co.uk or such other web address notified by Simmetrics to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
      • Effective Date: the date of these Terms.
      • Normal Business Hours: Mondays and Wednesdays on Business Days, 9.30 am to 5.30 pm local UK time, Tuesdays, Thursdays and Fridays on Business Days, 9.30 am to 2.30pm.
      • Privacy Policy: Simmetrics’ privacy policy at http://www.simmetrics.co.uk/docs/PrivacyPolicy.html, as updated from time to time by Simmetrics at its sole discretion.
      • Services: the subscription services provided by Simmetrics to the Customer under these Terms via http://www.myClubhouse.co.uk/ or any other website notified to the Customer by Simmetrics from time to time, as more particularly described in the Documentation.
      • Software: the online software applications provided by Simmetrics as part of the Services.
      • Subscription Fees: the subscription fees payable by the Customer to Simmetrics for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
      • Trial Period: the 30 day period from and including the Effective Date.
      • User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Club Members to access and use the Services and the Documentation in accordance with these Terms.
      • 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.
    2. Clause, schedule and paragraph 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).
    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    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.
    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.
    9. A reference to writing or written includes faxes but not e-mail.
    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. USER SUBSCRIPTIONS
    1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of these Terms, Simmetrics hereby grants to the Customer a non-exclusive, non-transferable right to permit: (a) the Authorised Users to use the Services and the Documentation during the Subscription Term (as defined in clause 14.1) solely for the Customer's internal business operations; and (b) the Club Members to use the Services during the Subscription Term for as long as they are a Club Member solely for the purposes of accessing and updating their membership information, and communicating, with the Customer.
    2. In relation to the Club Members, the Customer will notify Simmetrics at the start of the Initial Subscription Term and each Renewal Period of the total number of current Club Members to enable Simmetrics to calculate and invoice the Customer for the correct total Subscription Fees. In the event that the Customer deliberately or intentionally misleads Simmetrics as to the total number of its Club Members current as at the start of the Initial Subscription Term or any Renewal Period, Simmetrics may, without prejudice to any of its other rights and remedies, charge the Customer for any additional Club Members over and above the total notified to Simmetrics, at the rates as set out in Schedule 1.
    3. The Customer shall ensure that each Authorised User and Club Member shall keep a secure password for his use of the Services and Documentation, and that each Authorised User and Club Member shall keep his password confidential.
    4. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
      and Simmetrics reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
    5. The Customer shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
        1. and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
        2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      3. use the Services and/or Documentation to provide services to third parties; or
      4. subject to clause 14.9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users and/or Club Members, or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
    6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Simmetrics.
    7. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
  3. SIMMETRICS SERVICES
    1. Simmetrics shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms.
    2. Simmetrics shall use commercially reasonable endeavours to make the Services available during Normal Business Hours only, except for:
      1. planned maintenance carried out during the maintenance window of 10pm-7am UK time; and
      2. unscheduled maintenance performed outside Normal Business Hours, provided that Simmetrics has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
    3. Simmetrics will, as part of the Services and at no additional cost to the Customer, provide Authorised Users of the Customer with Simmetrics' standard customer support services, being support provided by telephone and/or email during Normal Business Hours to attempt to resolve issues the Customer is experiencing in its use of the Services. The Customer may purchase enhanced support services separately at Simmetrics' then current rates. The Customer acknowledges that Simmetrics accepts no responsibility for customer support to Club Members in respect of the Services, which the Customer accepts is its sole responsibility.
  4. CUSTOMER DATA
    1. 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 the Customer Data.
    2. Simmetrics makes back-ups of the Customer Data on a daily basis. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Simmetrics to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Simmetrics. Simmetrics shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Simmetrics to perform services related to Customer Data maintenance and back-up).
    3. Simmetrics shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data.
    4. The Customer acknowledges and agrees that Simmetrics may from time to time provide any or all of the Services from a location that is hosted by a third party on behalf of Simmetrics, provided that any such hosted facility shall be within the European Economic Area. Insofar as the Services continue to be hosted by a third party, Simmetrics shall ensure that such third parties provide a secure site at which its equipment is located and hosted.
    5. If Simmetrics processes any personal data on the Customer's behalf when performing its obligations under these Terms, the parties record their intention that the Customer shall be the data controller and Simmetrics shall be a data processor and in any such case:
      1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Simmetrics so that Simmetrics may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf;
      2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
      3. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  5. THIRD PARTY PROVIDERS

    The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Simmetrics makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Simmetrics. Simmetrics recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Simmetrics does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  6. SUPPLIER'S OBLIGATIONS
    1. Simmetrics undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Simmetrics' instructions, or modification or alteration of the Services by any party other than Simmetrics or Simmetrics' duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all 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 6.1. Notwithstanding the foregoing, Simmetrics:
      1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      2. 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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. These Terms shall not prevent Simmetrics 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.
    4. Simmetrics warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
  7. CUSTOMER'S OBLIGATIONS

    The Customer shall:

    1. provide Simmetrics with:
      1. all necessary co-operation in relation to these Terms; and
      2. all necessary access to such information as may be required by Simmetrics;
      in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. appoint a Club Administrator, and notify Simmetrics of such individual;
    3. comply with all applicable laws and regulations with respect to its activities under these Terms;
    4. carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Simmetrics may adjust any agreed timetable or delivery schedule as reasonably necessary;
    5. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;
    6. ensure that Club Members comply with any website terms and conditions imposed by Simmetrics when using the Services and shall be responsible for any Club Member’s breach of any such terms and conditions;
    7. obtain and shall maintain all necessary licences, consents, and permissions necessary for Simmetrics, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
    8. ensure that its network and systems comply with the relevant specifications provided by Simmetrics from time to time; and
    9. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Simmetrics' 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.
  8. CHARGES AND PAYMENT
    1. The Customer shall pay the Subscription Fees to Simmetrics for the User Subscriptions in accordance with this clause 8 and Schedule 1.
    2. At the start of the Initial Subscription Term, Simmetrics shall send an invoice to the Customer for the User Subscriptions for the Initial Subscription Term.
    3. For any Renewal Period, Simmetrics shall send an invoice to the Customer 30 days prior to the end of the Initial Subscription Term, or the current Renewal Period (as applicable) for the Subscription Fees payable in respect of the next Renewal Period.
    4. All invoices shall be payable in full within 30 days after the date of the invoice from Simmetrics and shall be paid by Paypal, by bank transfer to such bank account as specified in the invoice, or by cheque payable from cleared funds.
    5. If Simmetrics has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Simmetrics:
      1. Simmetrics may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Simmetrics shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Simmetrics' bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    6. All amounts and fees stated or referred to in these Terms:
      1. shall be payable in pounds sterling;
      2. are, subject to clause 12.4(b), non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to Simmetrics' invoice(s) at the appropriate rate.
    7. If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Simmetrics shall charge the Customer, and the Customer shall pay, Simmetrics' then current excess data storage fees. Simmetrics' excess data storage fees current as at the Effective Date are set out in Schedule 1.
    8. Simmetrics shall be entitled to increase the Subscription Fees, and/or the excess storage fees payable pursuant to clause 8.7 at the start of each Renewal Period, including to take into account any increase in the number of Club Members during the previous 12 month period of the Subscription Term, upon 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
  9. PROPRIETARY RIGHTS
    1. The Customer acknowledges and agrees that Simmetrics and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    2. Simmetrics confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
  10. CONFIDENTIALITY
    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:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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.
    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 these Terms.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Simmetrics' Confidential Information and Simmetrics acknowledges that the Customer Data is the Confidential Information of the Customer.
    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 other authority of competent jurisdiction.
    7. The above provisions of this clause 10 shall survive termination of these Terms, however arising.
  11. INDEMNITY
    1. The Customer shall defend, indemnify and hold harmless Simmetrics 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 the Customer's use, and/or use by Authorised Users and Club Members, of the Services and/or Documentation, provided that:
      1. the Customer is given prompt notice of any such claim;
      2. Simmetrics provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
      3. the Customer is given sole authority to defend or settle the claim.
    2. Simmetrics shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      1. Simmetrics is given prompt notice of any such claim;
      2. the Customer provides reasonable co-operation to Simmetrics in the defence and settlement of such claim, at Simmetrics' expense; and
      3. Simmetrics is given sole authority to defend or settle the claim.
    3. In the defence or settlement of any claim, Simmetrics may procure the right for the Customer 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 these Terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    4. In no event shall Simmetrics, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      1. a modification of the Services or Documentation by anyone other than Simmetrics; or
      2. the Customer's use, and/or Authorised Users and Club Members’ use, of the Services or Documentation in a manner contrary to the instructions given to the Customer by Simmetrics; or
      3. the Customer's use, and/or Authorised Users and Club Members, of the Services or Documentation after notice of the alleged or actual infringement from Simmetrics or any appropriate authority.
    5. The foregoing and clause 12.4(b) state the Customer's sole and exclusive rights and remedies, and Simmetrics' (including Simmetrics' employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  12. LIMITATION OF LIABILITY
    1. This clause 12 sets out the entire financial liability of Simmetrics (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
      1. arising under or in connection with these Terms;
      2. in respect of any use made by the Customer of the Services and Documentation or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
    2. Except as expressly and specifically provided in these Terms:
      1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Simmetrics shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Simmetrics by the Customer in connection with the Services, or any actions taken by Simmetrics at the Customer's direction;
      2. 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
      3. the Services and the Documentation are provided to the Customer on an "as is" basis.
    3. Nothing in these Terms excludes the liability of Simmetrics:
      1. for death or personal injury caused by Simmetrics' negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 12.2 and clause 12.3:
      1. Simmetrics 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
      2. Simmetrics' total aggregate liability in contract (including in respect of the indemnity at clause 11.2), 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 the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  13. TERM AND TERMINATION
    1. These Terms shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Trial Period, and, unless terminated by the Customer on no less than 5 Business Days prior written notice to Simmetrics before the end of the Trial Period, shall continue for a further period of 12 months (the Initial Subscription Term). Thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
      1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the Initial Subscription Term or applicable Renewal Period; or
      2. otherwise terminated in accordance with the provisions of these Terms;
      and the Trial Period, Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    2. The Customer may terminate these Terms on prior written notice to Simmetrics at any time during the first 6 months of these Terms if it is not satisfied with the Services. In such event, the Customer will notify Simmetrics as to why it is not satisfied with the Services and the Simmetrics will refund the Customer the total amount of Subscription Fees paid by the Customer up to a maximum amount equal to 12 months of Subscription Fees. This shall be the Customer’s sole and exclusive remedy for termination of these Terms pursuant to this clause.
    3. 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:
      1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      3. the other party suffers or incurs any form of insolvency or arrangement with its creditors.
    4. On termination of these Terms for any reason:
      1. all licences granted under these Terms shall immediately terminate;
      2. each party 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;
      3. Simmetrics may destroy or otherwise dispose of any of the Customer Data in its possession unless Simmetrics receives, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Simmetrics shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Simmetrics in returning or disposing of Customer Data; and
      4. 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.
  14. MISCELLANEOUS
    1. Simmetrics shall have no liability to the Customer 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 Simmetrics 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.
    2. If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.
    3. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. 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.
    5. 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.
    6. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    7. These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    8. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
    9. The Customer shall not, without the prior written consent of Simmetrics, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms. Simmetrics 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.
    10. 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).
    11. These Terms does 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.
    12. Any notice required to be given under these Terms shall be in writing, and shall be addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post, commercial courier or email. A notice shall be deemed to have been received: if delivered by hand, when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery); if by pre-paid first-class post or recorded delivery post, at the time at which it would have been delivered in the normal course of post; if by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    13. These Terms 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1: Subscription Fees

  1. SUBSCRIPTION FEES

    During the Trial Period, the Customer will not be charged for the use of the Services.

    Thereafter, and subject to clauses 2.2 and 8.8 of the Terms, the Subscription Fees shall amount to a total of:

    Per User Subscription Minimum Price Cap Maximum Price Cap
    Not-for-profit customers (up to 5,000 Club Members) £1.50 plus VAT per annum £249 plus VAT per annum £699 plus VAT per annum
    Commercial customers (up to 5,000 Club Members) £3.00 plus VAT per annum £499 plus VAT per annum £1,399 plus VAT per annum

    If the Customer’s Club Members increase during the Initial Subscription Term, or subsequently during any Renewal Period, the Customer will not be charged any additional Subscription Fees during the Initial Subscription Term, or Renewal Period (as applicable). Notwithstanding the foregoing, if the Customer’s Club Members amount to more than 5,000 Club Members, either during the Initial Subscription Term, or any Renewal Period, the Customer shall notify Simmetrics and may be charged an additional amount for each Club Member over and above the 5,000 maximum total in accordance with Simmetrics’ then prevailing price list, as notified to the Customer from time to time.

  2. EXCESS STORAGE FEES

    No charge for up to and including 75MB total disk space. Simmetrics' excess storage fees over and above 75MB total disk space current as at the Effective Date are set out below: £75 plus VAT per annum per 1000MB.

  3. ADDITIONAL SERVICE FEES

    Domain hosting - £80 plus VAT per annum, payable at the same time as payment of the Subscription Fees, in accordance with clause 9.2.

    Simmetrics’ fees for additional services, as selected by the Customer, shall be as determined between the parties at the applicable time.