Platform Member Terms and Conditions

Last updated: 16 March 2021

For details of how Do Nation may share personal data with Extreme E, see Clause 9.

  1. Introduction

1.1 Count Us In is an online platform that aims to mobilise a billion people to take climate action. Through the platform, citizens can record Steps, and organisations can create Team Pages where they can show the collective impact of citizens within their communities.

1.2 The Website is operated by The Do Nation Enterprise Ltd, a limited company registered in England and Wales under company number 8688899 with its registered office at 5 High Green, Great Shelford, Cambridge, England, CB22 5EG ("Do Nation").

1.3 Extreme E Ltd , a limited company registered in England and Wales under company number 11327724 with its registered office at Floor 9, 3 Shortlands, London W6 8DA United Kingdom ("Extreme E", "You" and "Your") is the legal entity who is purchasing Services from Do Nation.

  1. Formation of Contract

2.1 Please read these terms and conditions (the "Contract"), carefully before using https://steps.count-us-in.org (the "Website”) and the Services. Any capitalised terms not defined in the body of this Contract are defined at Clause 13 or on the Website. This Contract sets out the legally binding terms and conditions for Extreme E’s use of the Website and Services and applies to all users of the Website and/or Services, including all users who are also contributors of content, information, and other materials or services on the Website. By using this Website and/or Services in any manner you agree to be bound by this Contract.

2.2 This Contract also incorporates Do Nation’s Website Terms and Conditions available at https://steps.count-us-in.org/terms-and-conditions-for-users/ (as updated from time to time, the "Website Terms and Conditions") and the Privacy Policy available at https://steps.count-us-in.org/privacy-policy/ (as updated from time to time, the "Privacy Policy") and all other rules, policies and procedures that may be published from time to time on the Website, each of which may be updated by Do Nation from time to time without notice to you.

2.3 The term of this Contract commences on the date that you register and accept these terms and shall continue until otherwise terminated in accordance with this Contract (the "Term").

2.4 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Do Nation which is not set out or referred to in the Contract.

2.5 This Contract applies to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. It includes all schedules attached to the Letter Agreement between the parties rerlating to the Services. If any term of Schedule 3 conflicts with the Schedule 1 (Service Description), the terms of Schedule 1 shall prevail.

2.6 If You access or use the Services on behalf of a firm or other legal entity, You represent that you have full authority to bind such entity to this Contract and that it is fully binding on it.

  1. User Tiers

3.1 Individuals can sign up to Citizen Membership, while organisations can sign up to Team Membership or Community Membership, to access the relevant features as outlined in the Count Us In Materials.

3.2 Citizen Members will have access to Citizen features free of charge.

3.3 Team and Community members will be charged a Monthly Support Fee based on their size and organisation status, as outlined in Schedule 1 (Service Description).

3.4 Community Members will in addition be charged a Monthly User Fee based on either a) the number of users recording pledges in each month, for externally facing teams, or b) the number of employees the platform is made available to, irrespective of how many employees sign up, in the case of internally facing programmes.

3.5 Community Membership can either sit within the Count Us In site, or within a whitelabel platform. Where You chose to subscribe to a whitelabel, a Set Up Fee will also be due, based on the bespoke features you require.

3.6 Do Nation shall use reasonable endeavours to make available to You the Services applicable to the Tier You have selected throughout the Term.

3.7 Do Nation will provide the Services using reasonable care and skill.

3.8 Any descriptive matters or advertising issued by Do Nation, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Contract or have any contractual force.

3.9 Do Nation shall have the right, at any time, to take down Your Community Page, Team Pages, or any Step created by You that does not comply with the content standards set out in the "Uploading material to this Website" section of the Website Terms and Conditions or which, in Do Nation's opinion (exercising absolution discretion), is otherwise unsuitable or is contrary to Do Nation's goals.

  1. Your Obligations

4.1 You shall:

4.1.1 be solely responsible for Your use of the Services and ensure that you use the Services in an appropriate way;

4.1.2 co-operate with Do Nation in all matters relating to the Services;

4.1.3 be solely responsible for ensuring that Your computer systems are compatible with the Website and its content and comply with any minimum system requirements advised to you by Do Nation from time to time;

4.1.4 provide Do Nation with such information, materials and email addresses as Do Nation may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects at all times during the Term;

4.1.5 treat all user identification codes, passwords or any credentials as confidential, and not disclose them to any third party. Do Nation has the right to disable any user identification code, password or credential, if in Do Nation's opinion (exercising absolute discretion) You have failed to comply with any of the provisions of this Contract or our Privacy Policy;

4.1.6 if You choose, or you are provided with, a user identification code or password as part of the Website's security procedures, treat such information as confidential, and not disclose it to any third party. Do Nation has the right to disable any user identification code or password, whether chosen by You or allocated by Do Nation, at any time, if in Do Nation's opinion (exercising absolute discretion) you have failed to comply with any of the provisions of these Terms and Conditions or our Privacy Policy;

4.1.7 comply with, and procure that Your officers, employees, agents and sub-contractors and all persons engaged by or authorised by You comply with, the Website Terms and Conditions and Privacy Policy when using the Website;

4.2 If Do Nation's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default):

4.2.1 Do Nation shall without limiting its other rights or remedies have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations to the extent Your Default prevents or delays Do Nation's performance of any of its obligations;

4.2.2 Do Nation shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Do Nation's failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 You shall reimburse Do Nation on written demand for any reasonable and properly incurred costs or direct losses sustained or incurred by Do Nation arising directly from Your Default. You shall not be liable to Do Nation for (i) any indirect, special or consequential loss or damage howsoever caused, whether in contract, tort, negligence or otherwise or (ii) any loss of profits, loss of contracts, loss of revenue, increased costs and expenses or wasted expenditure, whether direct or indirect.

  1. Charges and payment

5.1 You shall pay Charges on the basis of the Tier you subscribed to, as detailed on the Count Us In Materials.

5.2 Do Nation shall have the right to make changes to the Charges at any time. Do Nation shall inform You of any such changes by email or by a notice on the Website. Any such changes to the Charges shall (unless otherwise stated) apply from the month following the assessment by Do Nation.

5.3 The Charges are payable by You in arrears on a monthly basis or as may otherwise be agreed in writing between You and Do Nation. The amount payable under each invoice issued to You will be based on the Tier you subscribed to.

5.4 Do Nation shall be entitled to issue an invoice for the Charges to You to the email address provided by You on a monthly basis, at the end of each monthly billing period.

5.5 You shall pay each invoice submitted by Do Nation:

5.6.1 within 30 days of the date of the invoice (the “Due Date”); and

5.6.2 in full and in cleared funds in such manner as we may require from time to time, and time for payment shall be of the essence of the Contract.

5.7 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Do Nation to You, You shall, on receipt of a valid VAT invoice from Do Nation, pay to Do Nation such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 Without limiting any other right or remedy of Do Nation, if You fail to make any payment due to Do Nation under the Contract by the Due Date, Do Nation shall have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current Barclays Bank Plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.9 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit (except for any credits provided by way of remedy under Schedule 2), set-off or counterclaim against Do Nation in order to justify withholding payment of any such amount in whole or in part. Do Nation may, without limiting its other rights or remedies, set off any amount owing to it by You against any amount payable by Do Nation to You.

5.10 Do Nation reserves the right to agree alternative fee arrangements with users who require Do Nation to provide bespoke services and may also offer fee discounts to users who agree to pay their Charges either quarterly or annually in advance. In the event of any conflict between such arrangements and this Contract, the terms of such arrangements shall prevail.

  1. Uploading material to Website

6.1 Whenever You upload material to the Website, or make contact with other users of the Website, you must comply with the following content standards.

6.1.1 Anything you upload ("Your Material") must be: materials that You own or which You have the right to upload; accurate; genuinely held (for example if it is an opinion); and comply with applicable law in the UK and in any country from which the material is uploaded.

6.1.2 Your Material You upload must not: contain unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; contain sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, trade mark or other intellectual property right of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty of confidence; promote any illegal activity; be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; be likely to impersonate any person, or to misrepresent Your identity or affiliation with any person; give the impression that they emanate from Do Nation; advocate, promote or assist any unlawful act.

6.2 You warrant that Your Material complies with these standards, and You indemnify us for any breach of that warranty.

6.3 Not used.

6.4 Do Nation will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by any other user of this Website.

6.5 Do Nation has the right to remove any of Your Material if, in our opinion (exercising absolute discretion), such material does not comply with the content standards set out in this clause 6 or such material is, in our opinion, otherwise unsuitable or contrary to Do Nation’s goals (for example, in being environmentally friendly).

  1. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Do Nation (or its licensors).

7.2 You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Do Nation obtaining a written licence from the relevant licensor on such terms as will entitle Do Nation to license such rights to You.

7.3 You grant Do Nation a non-exclusive licence to use Your trade marks, and all other materials (including associated Intellectual Property Rights) provided to Do Nation by You in connection with the Services and Do Nation's operations, subject to prior approval (including via email) of each instance of use. Any goodwill derived from the use by Do Nation of Your trade marks shall accrue to You.

7.4 In relation to the use of each other's intellectual property rights, each party shall, in respect of any action brought against the other party, indemnify the other party in respect of all loss, cost, damage or expense (including reasonable legal fees) suffered by that other party as a result of its use or possession of the materials or intellectual property rights provided to it, that infringe any intellectual property rights or other rights of a third party, or are offensive harmful or illegal.

7.5 The licences provided in this clause 7 shall terminate automatically when the Contract terminates.

  1. Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.

Neither party shall make any press announcements in respect of its relationship with the other party or without the prior written consent of the other party.

  1. Data Protection

In this Clause 9, the terms “processor”, “controller”, “personal data”, “data subject”, “supervisory authority”, “personal data breach” and “impact assessment” shall have the meaning set out in the General Data Protection Regulation 2016/279/EU (GDPR).

In connection with this Agreement, references to Do Nation as a controller are to Do Nation as joint controller with Leader’s Quest Foundation as described in the Privacy Policy.

9.1 When pledging to take a pledge on Extreme E’s campaign pages, users can ask us to share their name and email address with Extreme E, so that Extreme E can contact the user to thank them or to share other relevant information with them about the initiative. Unless the user requests this in respect of a Step, Extreme E will not be provided with any personal data relating to users of the Website. Any such personal data shared with Extreme E shall be the Shared Personal Data.

9.2 Do Nation and You acknowledge that for the purposes of the General Data Protection Regulation 2016/279/EU (GDPR), Do Nation and Leader’s Quest Foundation are the joint data controllers of personal data relating to users and warrants and represents they are fully compliant with all data protection laws that apply to the provision of the Services. More information about how Do Nation uses personal data is in the Privacy Policy.

9.3 Upon receipt of Shared Personal Data, Extreme E is a controller. Extreme E agrees that its use of the Shared Personal Data is restricted to contacting the user to thank them for their Step and to share other relevant information with them about the initiative (“Purpose”). Extreme E agrees to comply in full with all applicable data protection legislation (including the GDPR). In particular, Extreme E shall promptly comply in all respects with Article 14 GDPR (information to be provided where personal data have not been obtained from the data subject). If Extreme E wishes to process the personal data for any reason other than the Purpose, it must take such additional steps as are required by the GDPR to do so. Further information about how Extreme E treats user personal data is provided within Extreme E’s Privacy Notice (https://www.extreme-e.com/en/legal/privacy-notice).

9.4 Extreme E agrees that it will not use the Shared Personal Data in any way that is contrary to the Purpose or use it in any way which may prejudice the interests, fundamental rights or freedoms of the data subjects. Both parties agree to (i) take appropriate procedural, technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to the Shared Personal Data; (ii) subject to reasonable confidentiality undertakings, (a) permit the other party to inspect and audit their data processing activities (and those of their agents, subsidiaries and sub-contractors) relating to the Shared Personal Data, (b) comply with all reasonable requests or directions of the other party to enable them to verify and/or procure that they are in compliance with their data protection obligations with respect to the Shared Personal Data, and (c) take such remedial actions as reasonably required by the other party following such audit; (iv) assist the other party to comply with their obligations under data protection laws, including with respect to dealing with data subjects, security, breach notifications, impact assessments and consultations with supervisory authorities; and (v) notify the other party immediately of any personal data breach or near miss affecting the Shared Personal Data (including providing information on root cause and remedial actions). Each party will indemnify the other party from any actions, claims (including counterclaims), proceedings, costs (including all reasonable legal costs), losses, damages, fines, penalties (including punitive or exemplary damages) and all other liabilities resulting from any obligation, act or omission by the party under this clause 9 (and in respect of Do Nation, under clause 9.2) except where and to the extent that such violation is due to the other party’s acts or omissions. ,

9.5 If Extreme E uploads employee or other individuals personal data as part of Extreme E’s campaign (Upload Personal Data), Do Nation will be the data processor of that data and Extreme E will be the data controller. Once that employee or individual activates their Do Nation user account, they will enter a direct contract with Do Nation and Do Nation will become the data controller in respect of that user’s personal data. Solely in respect of the initial processing Do Nation performs as processor of Upload Personal Data to communicate Extreme E’s campaign to employees or other individuals, Do Nation shall: (i) use the Upload Personal Data to implement your instructions; (ii) ensure that all persons authorised to process Upload Personal Data are subject to appropriate confidentiality obligations; (iii) take appropriate procedural, technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to the Upload Personal Data; (iv) assist Extreme E in its compliance with the GDPR with respect to dealing with data subjects, security, breach notifications, impact assessments and consultations with supervisory authorities in connection with the Upload Personal Data.

9.6 Subject to compliance with the GDPR, Extreme E consents to Do Nation’s use of any sub-processor with respect to processing of Upload Personal Data. Sub-processor information is available in the Do Nation Privacy Policy. Do Nation will at all times remain responsible for its sub-processors.

9.7 Once Extreme E’s subscription expires or Extreme E terminates this agreement, Do Nation will permanently delete the personal data of any Upload Personal Data for employees or individuals who did not activate their account with Do Nation.

9.8 Any international transfers of personal data by Do Nation shall be subject to compliance with Chapter V of the GDPR.

  1. Limitation of liability

10.1 Nothing in this Contract shall limit or exclude Do Nation's liability for:

10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

10.1.2 fraud or fraudulent misrepresentation.

10.2 Subject to clause 10.1:

10.2.1 Do Nation shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data or any indirect or consequential loss arising under or in connection with the Contract; and

10.2.2 Excluding in respect of the indemnity at clause 9.4, each party’s total liability to the other in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £50,000.

10.3 Except as set out in this Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

10.5 Each party warrants, represents and undertakes to the other that: (a) it has the right, power and authority to enter into this Contract and to fully perform its obligations hereunder; (b) this Contract does not and will not conflict with any of the party’s other obligations to any third parties; (c) neither party shall at any time do or say or engage in any action or practice that disparages or devalues one another’s name, image, reputation or goodwill; (d) each party has obtained all necessary consents, clearances and approval for all relevant third parties to fully perform its obligations under this Contract; (e) each party complies and will comply with all applicable laws and regulations.

  1. Termination

11.1 Without limiting its other rights or remedies, each party may terminate the Contract upon giving written notice to the other party, with termination effective at end of the billing month in which the notice is given.

11.2 Do Nation shall have the right upon giving written notice to You to immediately terminate or suspend Your access to the Services if You become subject to any of the following events, or Do Nation reasonably believes that You are about to become subject to any of them:

11.2.1 You commit a material breach of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days;

11.2.2 You commit any fraud or dishonesty or act in any manner which in the opinion of Do Nation (exercising absolute discretion) brings or is likely to bring Do Nation into disrepute or is materially adverse to the interests of Do Nation;

11.2.3 You, other than for the purpose of a bona fide reconstruction or amalgamation, pass a resolution for Your winding up, or a court of competent jurisdiction makes an order for You to be wound up or dissolved;

11.2.4 an administrator is appointed or an administrative order is made in relation to You or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking assets, rights or revenue;

11.2.5 take steps to obtain a moratorium, or make an application to a court of competent jurisdiction for protection from Your creditors;

11.2.6 You are unable to pay Your debts, or You are capable of being deemed unable to pay Your debts, within the meaning of section 123 of the Insolvency Act 1986;

11.2.7 You enter into any arrangement, compromise or composition in satisfaction of Your debts with Your creditors.

11.3 If You fail to pay any amount due under this Contract on the Due Date, Do Nation may, at its own option:

11.3.1 terminate the Contract with immediate effect by giving written notice to You; or

11.3.2 immediately suspend access to Website features and provision of the Services under the Contract or any other contract between You and Do Nation.

11.4 If You have failed to pay any amount due under the Contract on the Due Date and Do Nation has suspended Your access to Website features and the provision of the Services pursuant to 11.3.2, and then You subsequently pay the overdue amount to Do Nation, Do Nation shall reinstate Your access to Website features and the provision of the Services. You shall not be entitled to any reduction in Charges or refund with respect to the period during which Your access to Website features and the provision of the Services was suspended.

  1. Consequences of termination

12.1 On expiry or termination of the Contract for any reason:

12.1.1 You shall immediately pay to Do Nation all outstanding unpaid charges and interest. In the event that Your account is in credit at the effective date of termination, You will not be entitled to a refund of such credit amount but will be permitted to apply such credit amount towards Charges for any future subscription You may make for Services (provided such credit amount is so applied within 2 years of the Termination Date);

12.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected; and

12.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12.2 In the event You terminate the Contract in accordance with clause 11.1 or the Contract is terminated in accordance with clause 11.2 and You have chosen to pay the Charges on a quarterly or annual basis then, notwithstanding clause 12.1.1, You will not be entitled to any refund of any Charges that relate to the remaining period of Your subscription. In the event Do Nation terminates the Contract in accordance with clause 11.1 and You have chosen to pay the Charges on a quarterly or annual basis, Do Nation will issue You with a refund of the Charges that relate to such remaining period of Your subscription.

  1. Interpretation

13.1 Definitions.

In this Contract, the following definitions apply:

"Charges" means the charges payable by You for access to and use of the Services in accordance with clause 5;

“Community Page” means the page on the Website which lists and shows the aggregated impact of all your Team Pages

“Community Member” means a partner signing up to the Community Membership tier.

“Count Us In Materials” relate to the latest documents published by Count Us In detailing the features and charges of the Membership Tiers.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Services" means services provided by Do Nation which includes those set out in the Service Description;

“Service Description” means the terms of Schedule 1 of the Letter of Agreement between the parties in relation to the Services;

“Step(s)” mean actions users can commit to doing through the Website

“Team Members” means partners who have signed up to the Team Membership tier.

“Team Page” means the page where your users can record and share their Steps, and where they can see the collective impact of all members of that team.

"Term" means the duration of this Contract;

"Tier" means the Citizen Membership, Team Membership, or Community Membership, or any one of them as the context requires;

13.2 The following rules of interpretation apply:

(a) headings shall not affect the interpretation;

(b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

(e) a reference to a group of companies is in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;

(d) a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006;

(e) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

(f) a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

(g) unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after the United Kingdom’s ‘transition period’;

(h) a reference to writing or written includes email (other than for the service of a notice of termination); and

(i) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  1. General

14.1 Force majeure:

14.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of Do Nation including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Do Nation or any other party), failure of a utility service or transport 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 Do Nations or subcontractors.

14.1.2 Do Nation shall not be liable to You as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.1.3 If the Force Majeure Event prevents Do Nation from providing any of the Services for more than 4 weeks, Do Nation shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to You.

14.2 Assignment and subcontracting:

14.2.1 Do Nation may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

14.2.2 You shall not, without the prior written consent of Do Nation, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.

14.3 Notices:

14.3.1 Do Nation will give You any necessary notices (including, but not limited to notices, agreements, legally required disclosures or other information in connection with the Services) by either posting them on the Website or sending them to Your email address. You agree to check the Website for notices and will be considered to have received a notice when it is posted on the Website and/or sent to Your Account email address.

14.3.2 This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action.

14.4 Waiver:

14.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.5 Severance:

14.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.8 Variation: Except as set out in this Contract, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Do Nation.

14.9 Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.