This page (together with any documents referred to on it) explains the terms and conditions on which Quickclass supplies the Platfom and a Student, Teacher or Public User (the ‘User’) subscribes to the Platform (our “Subscription Terms”). The User should read these Subscription Terms carefully before subscribing to the Quickclass Platform. The User should understand that by ticking the box on the subscription page on the App or Website, the User indicates that they accepts these Subscription Terms. Please be aware that if the box on the subscription page is not ticked, then you will not be able to proceed with subscribing to the Platform.
1 DEFINITIONS AND INTERPRETATION
The definitions and rules of interpretation in this clause apply in these Subscription Terms.
“Quickclass” means Quickflick World Limited, company registration number 04976206 whose registered office is at Mulberry House, Cropwell Butler NG12 3AD, whose principal office address is at 80-83 Long Lane, London EC1A 9ET, using the trading name ‘Quickclass’;
“Contract” the contract between the Member and Quickclass for the subscription of the Member to the Platform on these Subscription Terms;
“Content” means the content on the Platform belonging to and uploaded by the Member, including (but not limited to), films, scripts, storyboards, screenshots, subtitles, graphics, pictures of the Member and/or written descriptions of the Member);
“Contributions” means any discussions with Users through the Platform and/or any contributions that a User may make to the Platform, including (but not limited to) comments made regarding Content, blogs, posts, uploads or any other form of contributions made by any User to the Platform;
“Dashboard” means the area on the Platform attributed to the Member through which the Member operates its profile on the Platform, accessible through the login details provided to the Member by Quickclass upon subscription to the Platform in accordance with these Subscription Terms;
“Fan” means a User who wishes to join a Group as a fan on the Platform;
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, 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;
“Member”, “you”, “your” means the Member (being a person, persons, firm or company) who subscribes to the Platform and whose details are entered onto the Platform for the purposes of subscribing to the Platform, in accordance with these Subscriptions Terms;
“MemberPoints” means the points accumulated by a User who is a Fan of the Group from viewing Content and for making Contributions on the Platform, as accumulated and attributed to a User in accordance with these Subscription Terms;
“Platform” means the Apps and Website or any method a User or Member employs to access the services Quickclass has to offer in accordance with these Subscription Terms;
“Services” means the provision of the Apps and Website in accordance with these Subscription Terms;
“Subscription Fee” means the fee(s) payable by the Member to Quickclass for the subscription to the Platform, in accordance with these Subscription Terms;
“Subscription Period” means the period of time during which the Member is subscribed with the Platform in order to make Content available on the Platform and to receive the Services, beginning on the date the Member subscribes to the Platform and terminating on the date this Contract is terminated, in accordance with these Subscription Terms; “Website” http://www.quickflick.tv/.
1.1 Headings do not affect the interpretation of these Terms and Conditions.
1.2 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender shall include a reference to the other genders.
2 APPLICATION OF SUBSCRIPTION TERMS
2.1 These Subscription Terms:
2.1.1 apply to and are incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained in, or referred to by any Member, or implied by law, trade custom, practice or course of dealing.
3 HOW THE CONTRACT IS FORMED
3.2 Quickclass shall be entitled not to accept applications for subscription from persons under the age of 18 years, or anyone who has a police record of any offence relating to assault, violence, sexual misconduct, harassment, fraud or any computer related crime. By subscribing to Quickclass, the Member warrants that it has the right, authority and capacity to enter into and be bound by these Subscription Terms.
3.3 Quickclass reserves the right to refuse any applications for subscription at its own discretion, and no Member shall become a member until it has received email confirmation from Quickclass that its application to subscribe to the Platform has been accepted. Once a Member receives notification by email from Quickclass that its application for subscription has been successful, it shall become a Member and shall be subject to these Subscription Terms. The notification of confirmed subscription shall include the provision of a Member’s username and password, which shall become their login details for the purposes of the logging on to the Platform. The Member agrees to keep such login details secure and not to disclose their log in details to any other third party or Member. The Member shall be able to access its section of the Platform using the login details from the day on which it receives the email notification from Quickclass with their login details.
3.4 If the Member is contracting as a consumer, then it may cancel a Contract at any time within seven (7) working days, beginning the day after the Member applies for registration on the Platform. To cancel a Contract, the Member must inform Quickclass in writing. However, the Member’s right to cancel a Contract under this Clause 3.4 shall not apply if the Member agrees to the subscription Services on the Platform commencing before the end of the seven (7) working day cancellation period. Quickclass will usually refund any money received from the Member that may be paid by the Member to Quickclass prior to cancellation of the Contract in accordance with this Clause 3.4 using the same method originally used by the Member to pay for the Subscription Fee and/or any other payments taken by Quickclass from the Member. Quickclass will usually process any relevant refund due to a Member as soon as possible, and in any case, within thirty (30) days of the day Quickclass receives notice of cancellation of the Contract, or the day Quickclass confirms to the Member that they are entitled to a refund of the Subscription Fee, in accordance with this Contract.
3.5 Our VAT No. is 212727236.
4 SUBSCRIPTION, SERVICES, MEMBERPOINTS, CONTENT AND CONTRIBUTIONS
4.1 It is the Member’s responsibility to ensure that all contact and payment information about them provided to Quickclass is correct, up to date and not misleading.
4.2 Quickclass reserves the right to monitor the Member’s subscription and to terminate such subscription if a Member has used the Platform for unsuitable or inappropriate means or has behaved in an unsuitable manner, at its’ own discretion.
4.3 Arrangements between Members and Users of the Platform are completely at the risk of Members. Members agree to accepting Fans entirely at their own risk and Quickclass cannot be responsible for such arrangements or the actions of other Members and/or Fans in any way.
4.4 Quickclass does not verify the accuracy or truth of any information published by Users, Fans and/or other Members subscribed to the Platform and Quickclass shall not be liable for any inaccuracies or untruths told by any Users, Fans and/or other Members subscribed to the Platform. Quickclass is not responsible for any dissatisfaction of the Member with the use of the Platform or for any dissatisfaction with any arrangements with Fans, which are completely at the Member’s own risk.
4.5 The Member must notify Quickclass immediately of any apparent breach of security such as misuse or unauthorised disclosure or use of their username or password.
4.6 The Member will not breach any applicable law, regulation or code of conduct in connection with the Platform and agrees to abide by relevant laws and regulations in relation to their use of the Platform. This includes, but is not limited to, obeyance of the laws of decency and privacy, as well as laws relating to defamation, libel or slander and non-infringement of any third party Intellectual Property Rights or other proprietary rights of any nature. The Member also warrants that the information it provides on the Platform is accurate and not false or fraudulent in any way.
4.7 The Member will not use the Platform for junk mail, spam, pyramid or any fraudulent schemes, nor do anything that would disrupt the services of the Platform, including the introduction of worms, viruses, software bombs or mass mailings and shall abide by the Disclaimer policy for the Platform.
4.8 The Member will not use the Platform for any other purposes than those set out in these Subscription Terms or any document or policy referred to herein.
4.9 The Member agrees to comply with any guidelines or requirements on the Platform as well as any reasonable request or instructions from Quickclass in connection with the Platform which may be notified to the Member from time to time.
4.10 The Member agrees to notify Quickclass immediately in writing of any inappropriate behaviour the Member discovers in connection with the Platform or as a result of using the Platform for Quickclass to take such action as it considers appropriate in its absolute discretion.
4.11 Quickclass is not liable in any way for any misuse or misrepresentation of information uploaded onto the Platform by other Members, Fans and/or Users of the Platform.
4.12 Quickclass reserves the right to refuse or suspend the Member’s subscription to the Platform, and/or remove from the Platform all or part of any profile, advertisement or any other Content uploaded by the Member for any reason.
4.13 The Services will consist of the provision of Content on the Platform.
4.14 Once the Member is registered on the Platform in accordance with Clause 3, it shall be entitled to do the following for the Subscription Period (subject to payment of the Subscription Fee):
4.14.1 upload Content on the Platform to the Member’s Dashboard, within the parameters of allowed bandwidth, file size and type of medium as notified to the Member by Quickclass from time to time during the Subscription Period;
4.14.2 make Contributions to its Dashboard page of the Platform in response to messages and posts made by Fans; and
4.14.3 operate the MemberPoints for Fans in accordance with these Subscription Terms.
4.15 The User acknowledges that Quickclass uses software and other technical processes in the provision of the Services and the Platform and Quickclass reserves the right to change processes and software used in the provision of the Services and the Platform to ensure that the Services and the Platform are kept up to date and in line with current and changing technologies.
Content and Contributions
4.16 Any submission of Content and/or a Contribution by the Member to the Platform is made having accepted these Subscription Terms and provisions relating to the making of Contributions and/or submission of Content on the Platform.
4.17 The Platform is not moderated for Content and/or Contributions. Quickclass will not be responsible as author, editor or publisher of any Content and/or Contributions submitted to the Platform and Quickclass expressly excludes liability for any loss or damage arising from the use of the Platform by any person in contravention of the provisions of these Subscription Terms.
4.18 Quickclass reserves the right to promptly remove, or to disable access to, any Content and/or Contribution which Quickclass deems to be potentially defamatory of any person, unlawful or in violation of any third party rights (including, but not limited to, any third party Intellectual Property Rights).
4.19 The use of the Platform by minors (including any Member, who are minors) is subject to the consent of their parent or guardian. We advise parents who permit their children to use the Platform and submit Content and/or make Contributions that it is important that they communicate with their children about their safety online. Minors who are using the Platform should be made aware of the potential risks to them and of their obligation to comply with these Subscription Terms when using the Platform. Quickclass will do our best to assess any possible risks to minors from third parties when they use the Platform, and will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in light of those risks.
4.20 To submit Content and/or add a Contribution to the Platform, you may do so by following the instructions on the relevant page of the Platform. If there is a word limit on the Contribution you can make, or a size limit on the file of Content that is being uploaded onto the Platform, then this will be notified to you on the relevant page of the Platform.
4.21 The content standards set out in this Clause 4.28 apply to each part of a Contribution and/or Content as well as to its whole. The content standards must be complied with in spirit as well as to the letter. Quickclass will determine, in its absolute discretion, whether a Contribution and/or Content breaches the content standards. To comply with the content standards, a Contribution and/or Content must:
4.21.1 be accurate (where it states facts);
4.21.2 be genuinely held (where it states opinion);
4.21.3 comply with the law applicable in England and Wales and in any country from which it is posted; and
4.21.4 be relevant.
To comply with the content standards, a Contribution and/or Content must not:
4.21.5 be defamatory of any person;
4.21.6 be obscene, offensive, hateful or inflammatory;
4.21.7 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4.21.8 disclose the name, address, telephone, mobile or fax number, email address or any other personal data in respect of any individual;
4.21.9 infringe any copyright, database right, trade mark or other Intellectual Property Rights of any other person;
4.21.10 breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
4.21.11 be in contempt of court;
4.21.12 be likely to harass, upset, embarrass, alarm or annoy any other person;
4.21.13 use profane language;
4.21.14 post any files or materials which contain viruses or other harmful compute code;
4.21.15 ‘spam’ through the Platform;
4.21.16 impersonate any person, or misrepresent your identity or affiliation with any person;
4.21.17 give the impression that the Contribution and/or Content emanates from Quickclass if this is not the case;
4.21.18 advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;
4.21.19 contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
4.21.20 contain any advertising or promote any services or web links to other websites.
4.22 By submitting Content and/or a Contribution to the Platform, you agree to grant to Quickclass a non-exclusive licence to use that Content and/or Contribution in accordance with these Subscription Terms. Although you will still own the copyright and any other Intellectual Property Rights or other proprietary rights (including, but not limited to, performance rights) in your Content and/or Contribution, Quickclass will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contain in your Contribution and freely publish and/or distribute the Content on the Platform for viewing and/or listening by Users (including, but not limited to, electronic reproduction and distribution and the right to publicly perform and display the Content on the Platform). This licence will be free of charge, perpetual and capable of sub-licence. Quickclass may exercise all copyright and publicity rights in the material contained in your Contribution and all publicity rights in connection with the Content on the Platform in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material. Please also note that, in accordance with the content standards above, you must ensure that any Contribution and/or the Content does not infringe any copyright, database right, trade mark or other Intellectual Property Rights of any other person (including, but not limited to, performance rights of another third party), or an moral rights of any other person. By submitting your Contribution and/or Content to the Platform, you are warranting that you have the right to grant to Quickclass the non-exclusive licence described above. If you are not in a position to grant such a licence to Quickclass, please do not submit the Contribution and/or Content to the Platform. In addition to the terms of this Clause 4.22, the Member agrees for the Member’s Platform profile to be made available to all Users of the Platform and for such Content and/or Contributions of the Member and the Member’s Platform profile to be recommended and/or linked through other mediums by Fans (including, but not limited to, recommendations of the Member’s Platform profile link on Facebook and other social networking websites or mediums).
4.23 When Quickclass considers that a breach of the content standards has occurred, it may at its entire discretion take such action as it deems appropriate. Failure to comply with the content standards constitutes a material breach of these Subscription Terms and may result in Quickclass taking all or any of the following actions:
4.23.1 immediate, temporary or permanent withdrawal of your right to make Contributions and/or submit Content;
4.23.2 immediate, temporary or permanent removal of any Contribution and/or Content already posted on the Platform;
4.23.3 issue a warning to you;
4.23.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
4.23.5 further legal action against you; and/or
4.23.6 disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
Quickclass excludes its liability for all action it may take in response to a breach of the content standards or in relation to Contributions and/or Content. The actions set out in this Clause 4.23 are not limited and Quickclass may take any other action it reasonably deems appropriate.
4.24 If a Member and/or a User reasonably believes that any Content and/or Contributions on the Platform are against the content standards of the Platform set out in the Disclaimer and/or these Subscription Terms, then the Member and/or User may alert Quickclass to such Content and/or Contributions by sending an email to [firstname.lastname@example.org] for Quickclass to assess and decide (in its absolute discretion) on whether such Content and/or Contributions should remain on the Platform or should be removed from the Platform. Quickclass’ decision on whether such Content and/or Contributions should remain on the Platform or not shall be final. Quickclass will inform the Member and/or User of the outcome of its review within a reasonable time of receiving an alert from a Member and/or User.
5 QUICKCLASS’ OBLIGATIONS
5.1 In consideration for the provision of the Member’s data to Quickclass through the registration process and payment of the Subscription Fees, Quickclass shall provide the Services in accordance with these Subscription Terms.
5.2 Quickclass shall use reasonable endeavours to provide the Services in accordance with these Subscription Terms and with all reasonable care and skill.
6 MEMBER’S OBLIGATIONS
6.1 The Member:
6.1.1 shall co-operate with Quickclass in all matters relating to the Services;
6.1.2 shall supply all relevant information to Quickclass in order for Quickclass to provide the Services;
6.1.3 shall be responsible (at its own cost) for all access requirements to a computer, the Internet and all other connections required for the User to receive the Services;
6.1.4 shall upload Content and/or make Contributions only in accordance with these Subscription Terms or any variations issues by Quickclass from time to time;
6.1.5 shall indemnify Quickclass against any losses, claims, costs, expenses, damages and fees (including legal fees) without limitation arising due to the Member’s use of the Platform; and
6.1.6 warrants that the Member (and all authorised Members who are party to this Contract) is over 18 years old and is legally capable of entering into binding contracts, or has explicit permission from their parent or guardian to use the Platform in accordance with the Subscription Terms.
6.2 If Quickclass’ performance of its obligations under the Contract is prevented or delayed by any act or omission of the Member or the Member’s agents, sub-contractors or employees, Quickclass shall not be liable in respect of any direct or indirect losses howsoever caused.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights and all other rights in the Platform (including, but not limited to, the software and any trade marks, graphics, images, text and content of the Platform other than the Content supplied by Members subscribed to the Platform) and the Services shall be owned by or licensed to Quickclass.
7.2 The Member acknowledges that no rights or licences are granted to the Member in respect of any Intellectual Property Rights under the Contract, unless specified in these Subscription Terms.
8.1 The Member shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature, and any Intellectual Property Rights, that have been disclosed to the Member by Quickclass or its agents, or discovered by the Member, and any other confidential information concerning Quickclass’ business or Services which the Member may obtain. The Member shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Member’s obligations to Quickclass, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Member.
8.2 This Clause 8 shall survive termination of the Contract, however arising.
9 DATA PROTECTION
10 SUBSCRIPTION FEE AND PAYMENT
10.1 The Subscription Fee (as detailed on the Platform and applied according to the level of bandwidth required by the Member for the purposes of storage of Content by the Member on the Platform) excludes VAT, which Quickclass shall be entitled to charge at the appropriate rate.
10.2 The Member may be provided with an initial trial period of thirty (30) days from the date that the Member is issued with login details by Quickclass for access to the Dashboard and subscription to the Platform free of charge, at the discretion of Quickclass (“Trial Period”). If a Trial Period is offered by Quickclass, the Member shall be required to pay the relevant Subscription Fee at the end of the Trial Period, in accordance with these Subscription Terms. Quickclass shall take credit or debit card details from the Member at the time the Member subscribes to the Platform (which are held by Quickclass’ secure third party payment provider). Quickclass shall issue a notice through the Member’s Dashboard seven (7) days prior to the end of the Trial Period, notifying the Member of that date that Subscription Fees are payable. A further notice of the end of the Trial Period shall be issued through the Member’s Dashboard three (3) days prior to the end of the Trial Period. If the Member has not sent notification to Quickclass through its Dashboard on the Platform that the Member wishes to terminate the Contract with Quickclass for subscription to the Platform, then payment for the Subscription Fee (as notified to the Member by Quickclass) shall automatically be taken by Quickclass through its secure third party payment provider on the day following the end of the Trial Period. For the avoidance of doubt, if a Member has been subscribed to the Platform previously, then Quickclass reserves the right to not agree to a Trial Period for such re-subscribing Member and Subscription Fees will therefore be payable from the commencement of the re-subscription to the Platform in accordance with Clause 10.3.
10.3 At the end of the Trial Period detailed in Clause 10.2 above (if given), Subscription Fees shall be taken upfront on a annual basis by Quickclass through its secure third party payment provider. Subscription Fees payable will relate to the required level of bandwidth for the Member in connection with the Platform, as notified to Quickclass by the Member during the Subscription Period.
10.4 The Platform contains a number of different Subscription Fees that may apply to different bandwidths for Content provision by Members subscribed to the Platform and, despite Quickclass’ best efforts, some of the Subscription Fees listed on the Platform may be incorrect. Quickclass will normally verify Subscription Fees as part of the payment process so that, where Subscription Fees are incorrectly listed, Quickclass will either charge the lower amount (if the Subscription Fees indicated are higher than the actual Subscription Fee payable), or will either contact the Member for instructions before finalising subscription or reject the subscription and notify the Member of the rejection and of what the correct Subscription Fee is. Quickclass is under no obligation to provide the Services to the Member at the incorrect (lower) Subscription Fee, even if the price error is obvious and unmistakeable and could have reasonably been recognised by the Member as a mis-pricing.
10.5 If a Member provides notice to Quickclass that it wishes to cancel its subscription to the Platform at any time through its Dashboard on the Platform, then no refund shall be given for any Subscription Fees paid upfront for subscription to the Platform and the Member’s Platform profile and Dashboard shall remain operative until the end of the period of any pre-paid Subscription Fee, after which time access to the Dashboard and Platform by the Member using the login details provided to the Member by Quickclass shall be disabled.
10.6 Without prejudice to any other right or remedy that Quickclass may have, if the Member fails to pay the Subscription Fee to Quickclass, Quickclass shall be entitled to suspend all Services until payment has been made in full.
10.7 Time for payment shall be of the essence of the Contract.
10.8 Quickclass may, without prejudice to any other rights it may have, set off any liability of the Member to Quickclass against any liability of Quickclass to the Member.
11 LIMITATION OF LIABILITY
11.1 The following provisions set out the entire financial liability of Quickclass (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Member in respect of:
11.1.1 any breach of the Contract;
11.1.2 any use made by the Member of the Services or any part of them; 11.1.3 any use of the Platform by Users and/or Fans; and
11.1.4 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these Subscription Terms excludes or limits the liability of either party:
11.3.1 for death or personal injury caused by that party’s negligence; or
11.3.2 for fraud or fraudulent misrepresentation.
11.4 Subject to Clause 11.2 and Clause 11.3:
11.4.1 Quickclass shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
18.104.22.168 loss of profits; or
22.214.171.124 loss of business; or
126.96.36.199 depletion of goodwill or similar losses; or
188.8.131.52 loss of anticipated savings; or
184.108.40.206 loss of goods; or
220.127.116.11 loss of contract; or
18.104.22.168 loss of use; or
22.214.171.124 loss or corruption of data, information and/or Content; or
126.96.36.199 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
188.8.131.52 any dissatisfaction in connection with the Platform, the Services and/or any Content on the Platform.
11.4.2 Quickclass’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount of Subscription Fees paid by the Member to Quickclass in the six (6) months prior to the date of any such breach of the Contract by Quickclass.
11.5 By agreeing to these Subscription Terms, the Member agrees that the Member is completely responsible for the provision of Content and/or Contributions to the Platform and agrees to fully and effectively indemnify Quickclass against all third party claims, costs, losses and/or liabilities relating to this Contract and the Member’s use of the Platform or actions in relation to the Platform, including (but not limited to) any Content and/or Contributions made by the Member.
12.1 The Contract between the parties shall commence on the date the Member receives confirmation or its username and password confirmation in accordance with Clause 3 and shall continue unless terminated by in accordance with this Clause 12.
12.2 The Member may terminate this Contract at any time by sending an email to Quickclass at mailto:email@example.com, at which time the Contract will terminate and the Member will no longer be a subscribed Member of the Platform and shall cease to have access as a subscribed Member immediately, or at the end of a period for which the Member has made any pre-payments of Subscription Fees to Quickclass in accordance with Clause 10.7.
12.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if: 12.3.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing of the breach; or
12.3.2 an order is made or a resolution is passed for the winding up of the other party; an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
12.3.3 the other party ceases, or threatens to cease, to trade; or
12.3.4 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
12.4 Termination of the Contract, however arising:
12.4.1 shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination;
12.4.2 any rights or licences granted under these Subscription Terms shall cease at the point of termination as determined in accordance with these Subscription Terms, including (but not limited to) the Member’s right to administer access to the Platform and to submit Content and/or make Contributions on the Platform.
13 FORCE MAJEURE
Quickclass shall have no liability to the Member under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract 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 Quickclass 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 Quickclass or sub-contractors.
14.1 This Contract, together with any documents, policies or other terms referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
14.2 Any waiver of this Contract shall not be binding on the parties unless set out in writing.
14.3 Quickclass has the right to revise and amend these Subscription Terms from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in its system’s capabilities or obligations to other third parties. The Member will be subject to the policies and Subscription Terms in force at the time that the Member enters into a Contract with Quickclass (or any renewal of subscription with Quickclass under these Subscription Terms is completed), unless any change to those policies or these Subscription Terms is required to be made by law or government authority (in which case it will apply to the Member’s subscription as from the date of such change), or if Quickclass notifies the Member of the change to those policies or these Subscription Terms before the Member subscribes or renews its subscription with Quickclass through the Platform (in which case Quickclass has the right to assume that the Member has accepted the change to the Subscription Terms, unless the Member notifies Quickclass to the contrary within seven (7) working days of registration or renewal).
14.4 If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Contract shall not be affected in any other jurisdiction.
14.5 No term of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
14.6 No failure to exercise, nor any delay in the exercise, by either party to this Contract of any right, power, privilege or remedy under this Contract shall impair, or operate as a waiver of, such right, power, privilege or remedy.
14.7 Nothing in this Contract shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of any other party for any purpose.
14.8 This Contract shall be governed by, and construed in accordance with, English law and each of the parties irrevocably submits to the exclusive jurisdiction of the English courts.