London Wine Fair 2024

We'll be visiting the London Wine Fair on Tuesday 21st May.

Terms of service

Marzipan provides a subscription-based, commerce and insights platform that gives wineries the tools to sell direct to consumers ("DTC") and wholesalers across multiple sales channels (the "Marzipan Platform"). The Platform's cloud-based, API-first software provides wineries and wine retailers with a:

  1. single integrated, easy-to-use back end: the Marzipan Platform allows wineries to unify their e-commerce activities by administering inventory, orders, fulfilment & shipping, payments, analytics, marketing campaigns and customer communications across each of their digital sales channels from one central dashboard interface and content management system;
  2. multi-channel front end: by copying and pasting the Marzipan Platform's automatically generated code snippets into their online websites and mobile stores, wineries can embed an online store, shopping cart and checkout with all of the products and services across each of their digital sales channels;
  3. solution tailored to their regulatory and industry needs: the Marzipan Platform allows wineries to: generate digital e-labels and scannable QR codes for their wines and aromatised wine products to meet the new EU wine labelling requirements; drive revenues from membership and subscription-based services such as wine clubs, personalised subscriptions, vine adoptions and similar loyalty programmes; and automatically calculate and apply tax at the point of sale including in respect of regular B2B and B2C and specialist "en primeur" and "ex cellar" transactions.

the functionalities and services referenced in (a) to (c) together with any other functionalities and services made available in connection with the Marzipan Platform form to time, being the "Marzipan Services", as further defined in clause 1 below.

About these terms

Marzipan is a trade name of Marzipan LTD, a company incorporated in England and Wales with company number 10972168 and registered office address at 7 Bell Yard, London, England, WC2A AJR (“we”, “us”, “our” and “Marzipan”).

These terms and conditions (the “Terms of Service”) form the basis of the binding legal agreement (the “Contract”) that is formed between Marzipan and a Customer (as defined in clause 1 below) when a Customer registers for or accesses any of the Marzipan Services.

These Terms of Service incorporate Marzipan’s Privacy Policy, a copy of which is available at https://marzipan.co/privacy. In the event any of the terms of the Privacy Policy conflicts with those set out in these Terms of Service, these Terms of Service shall prevail.

Agreed terms

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in the Contract.

      Additional Fees
      any fees (if any) relating the Customer’s use of any Third Party Services as part of the Marzipan Services or its purchase of any Additional Services offered by Marzipan.
      Additional Services
      any additional, elective or premium service that the Customer purchases from Marzipan time to time (as specified in an Order) that is not included within the core services provided as part a Subscription, and whose performance is subject to the Customer’s payment of an Additional Fee.
      Affiliate
      an entity that Controls, is Controlled by, or is under common Control with a Party.
      Applicable Laws
      all applicable laws, statutes, regulations and codes in force from time to time in a relevant jurisdiction, including (without limitation) the Data Protection Laws.
      Authorised Users
      the employees, agents, consultants, contractors or vendors authorised by Customer to use the Marzipan Services for the internal use of Customer, subject to the terms and conditions of the Contract.
      Available
      the Marzipan Services are accessible by the Customer and the terms “Availability” and “non-Availability” shall be construed accordingly.
      Business Day
      any day other than a Saturday, Sunday or public holiday England when banks in London are open for business.
      Confidential Information
      means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs, source and object code, and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.
      Contract
      the contract that is automatically created between Marzipan and the Customer when Marzipan accepts the Customer’s Order and that is formed upon the sole bases of (i) these Terms of Service and; (ii) any additional terms agreed at the point of purchase as part of an Order.
      Control
      has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “change of Control” shall be construed accordingly.
      Customer
      means in the case of an individual accepting these these Terms and Conditions on his or her own behalf, such individual, or in the case of an individual accepting these Terms on behalf of a company or otherwise legal entity, that company or entity.
      Customer
      means in the case of an individual accepting these these Terms and Conditions on his or her own behalf, such individual, or in the case of an individual accepting these Terms on behalf of a company or otherwise legal entity, that company or entity.
      Customer Data
      all data and/or content uploated to the Marzipan Services by the Customer (including where applicable Authorised Users), and in all data derived from it. For the avoidance of doubt, Customer Data doess not include Usage Data.
      Customer Store(s)
      the Customer’s e-commerce presence (whether hosted by Marzipan or on a third-party website) including any online or mobile stores that are built upon, interfaced with, or hosted or enabled by the Marzipan Services.
      Data Protection Laws
      all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/246), all other legislation and regulatory requirements in force from time to time which relates to the use of Personal Data, and the guidance and codes of practise of the UK ICO or other relevant data protection or supervisory authority applicable to a party.
      Documentation
      any documentation made available to the Customer by Marzipan online via https://marzipan.co or such other web address notified by Marzipan to the Customer from time to time which sets out a description of the Marzipan Services and the user instructions for the Marzipan Services.
      e-label
      a dedicated webpage hosted on https://labl.co (or a third-party website on behalf of Marzipan) that compiles structured information on a Customer’s wine or aromatised wine product for a specific EU market in one of the EU’s 24 Member State languages and that complies with the general and sector-specific labelling requirements set out in Regulation (EU) No. 1169/2011 and Delegated Regulation (EU) No. 2019/33.
      e-label Content
      any data relating to the nutritional value or ingredients of a wine or aromatised wine product expressed as data attributes (whether in the form of text, images or otherwise) that is uploaded and published as part of an e-label by the Customer.
      e-label Services
      those services as part of the Marzipan Services that enable e-labels to be generated and hosted on the Marzipan Services. Each e-label generated on the e-label Services is made available to a Customer’s End Customers through a unique customisable QR-code that the Customer can attach to the physical label of their relevant ptoduct. By scanning the QR-code with a smartphone camera, the Customer’s End Customers are directed to a digital e-label in the appropriate EU Member State language, as defined through the selected language preference or geo-location of the End Customer’s device.
      End Customers
      the consumer or business customers to whom the Customer tenders, markets or supplies any products or services through the Marzipan Services.
      EU Wine Labelling Regulations
      the rules on labelling of wines and aromatised wine products introduced by Regulation (EU) 2021/2117 of the European Parliament and of the Council amending Regulation (EU) No 1308/2013, including as such rules are implemented and take effect under Commission Delegated Regulation (EU) 2019/33 of 17 October 2018 supplementing Regulation (EU) No 1308/2013.
      Excluded Services
      all services, obligations or functions arising in connection with the provision or otherwise supply of (a) regulated electronic money and payment services under the Electronic Money Regulations 2011 or any applicable legislation as it applies in another jurisdiction, including (without limitation) the direct tendering of payment processor services at the point of sale; (b) logistics or fulfilment services, including (without limitation) warehousing, delivery or Customs services; (c) tax determination automation, including the automatic and accurate determination of the applicable tax rate(s) applicable on each transaction on the merchant’s behalf; (d) regulatory compliance services or quality or safety assessment services, including (without limitation) the automatic and accurate determination, generation or fulfilment of any documentation, packaging, taxation, licensing or labelling requirements required to comply with any Applicable Laws.
      Feedback
      all current and future suggestions, comments or other feedback regarding the Marzipan Services.
      Fees
      together the Additional Fees, Subscription Fees and Transaction Fees, and any otherwise charges, expenses or costs payable by the Customer to Marzipan in connection with the Contract.
      Initial Subscription Term
      the initial subscription period applicable to the Subscription, as defined in the Order.
      Intellectual Property Rights
      copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, rights in computer software and all similar rights of whatever nature and, in each case whether registered or not, held by or conferred to a party or recognised in law, in any part of the world.
      Labls
      means Marzipan Ltd trading as “Labls”, that has developed, operates and maintains on https://labls.io an e-labels generation software application designed to assist businesses comply with EU Wine Labelling Regulations.
      Marzipan API
      means Marzipan’s proprietary application programming interface that enables the Customer to integrate and leverage the Marzipan Services’ built-in e-commerce front-end (e.g. optimised product display, shopping carts, check-out) and back-end (e.g. inventory management, order processing, shipping) elements across their digital sales channels.
      Marzipan Platform
      the cloud-based software application (including any desktop software and server-supplied software supplied in association with it) made available on https://marzipan.co/ that provides access to the Marzipan Services.
      Marzipan Services
      the: (1) subscription services made available on the Marzipan Platform and/or by way of the Marzipan API to the Customer as part of their Subscription, as such services are specified in an Order; and (2) any Additional Services purchased by the Customer from time to time.
      Normal Business Hours
      9.00 am to 5.00 pm local UK time, each Business Day.
      Order
      an online order or otherwise ordering document that incorporates these Terms of Service and pursuant to which the Customer places an order for a Subscription to the Marzipan Services.
      Payment Processing Services
      any third-party payment gateway services integrated as part of the Marzipan Services that enable any End Customer payload and payment data that is submitted to the Customer’s digital store to be securely transferred and processed by a Payment Systems Provider.
      Payment Service Provider
      has the meaning given in the Financial Conduct Authority (FCA) Handbook.
      Personal Data
      has the meaning in Article 4(1) of UK GDPR.
      Privacy Policy
      the then-current privacy policy on Marzipan’s website, as may be updated from time to time.
      Shipping Services
      means those services made available as part of the Marzipan Services that (a) enable the Customer to purchase courier services, postage and to print shopping labels from third-party couriers so as to fulfill orders placed by End Customers; and (b) allow real-time shipping costs quotes to be automatically calculated and displayed to the End Customer at check-out on the Customer’s digital store.
      Subscription
      a subscription ordered by the Customer and fulfilled by Marzipan for the licensing and provision of the Marzipan Services during the Subscription Term specified in Your Order.
      Subscription Fees
      the fees payable for the Customer’s access to the Marzipan Services (excluding any Additional Services) as part of their Subscription, as such fees are set forth in the applicable Order and amended from time to time in accordance with clause 6 below.
      Subscription Terms
      the Initial Subscription Term and any subsequent Renewal Terms.
      Support
      means maintenance and technical support for the Marzipan Services, as described in the Support Policy.
      Support Policy
      Marzipan’s policy for providing support in relation to the Marzipan Services, as made available from time to time at https://marzipan.co/support
      Support Policy
      Marzipan’s policy for providing support in relation to the Marzipan Services, as made available from time to time at https://marzipan.co/support
      Tax Services
      means the tax automation service made available on the Marzipan Service, that automatically applies any tax rules or rates inputted by the Customer to the calculation of the gross price to be paid by an End Consumer at the point of sale.
      Transaction Fees
      any applicable fees (if any) relating to the value of sales made through the Customer Store(s) or its use of any Third Party Services, as such fees are specified in an Order.
      Third Party Provider
      a provider of a Third Party Service.
      Third Party Service(s)
      any third-party software, applications, products, services or website links that Marzipan allows to be integrated with or used as part of the Marzipan Services from time to time. The Third Party Services include (without limitation) the Payment Processing Services, Shipping Services and Tax Services.
      Usage Data
      any data generated in connection with Customers’ access, use and configuration of the Marzipan Services and data derived from it (e.g. functionalities of the Marzipan Services most commonly used, types of accounts interacting with the Marzipan Services etc).
      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 the Contract.
    3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
    4. A reference to a company shall include any company, registered charity, corporation or other body corporate, wherever and however incorporated or established.
    5. Words in the singular shall include the plural and vice versa.
    6. 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 for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    8. References to clauses and schedules are to the clauses and schedules of the Contract; references to paragraphs are to paragraphs of the relevant schedule to the Contract.
  2. Orders and subscriptions

    1. An Order submitted by the Customer constitutes an offer to purchase a Subscription for the relevant Marzipan Services (as specified in the Order) subject to these Terms of Service. No other terms, whether express or implied, including any terms the Customer may try to impose, shall have any effect.
    2. An Order shall be deemed accepted by Marzipan on the earlier of (a) its written (incuding any online confirmation page or email) confirmation of acceptance of the Order; or (b) the Customer being granted access to the Marzipan Services. Marzipan may, in its discretion, decline any Order placed by the Customer without need for any reason. Once an Order is accepted, a binding Contract is formed subject to these Terms of Service and any supplemental terms contained in the Order. To the extent that the terms of an Order conflict with those found in these Terms of Service, the terms agreed as part of the Order shall prevail and take effect in the Contract.
    3. Marzipan hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Marzipan Services during the Subscription Term solely for the Customer's business purposes (the “Licensed Purpose”). The rights afforded to the Customer under this clause 2.3 are subject always to the Customer’s compliance with these Terms of Service and any otherwise terms incorporated as part of the Contract.
    4. The Customer shall not (directly or indirectly):

      (a)access or use the Marzipan Services, Marzipan Platform, Marzipan API or Documentation for a purpose other than, or a manner inconsistent with, the Licensed Purpose.

      (b)copy or reproduce the Marzipan Services, Marzipan Platform or Marzipan API, or the Documentation except as permitted under the Contract;

      (c)remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Marzipan Services, Marzipan Platform, Marzipan API, Documentation or any of Marzipan’s Intellectual Property Rights;

      (c)copy or reproduce the Marzipan Services, Marzipan Platform or Marzipan API, or the Documentation except as permitted under the Contract;

      (d)assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under the Contract to any third party except as expressly set forth herein;

      (e)modify, reverse engineer or disassemble the Marzipan Services, Marzipan Platform or Marzipan API;

      (f)except to the limited extent Applicable Laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Marzipan Services, attempt to recreate the Marzipan Services or use the Marzipan Services for any competitive or benchmark purposes;

      (g)create, translate or otherwise prepare derivative works based upon the Marzipan Services, Documentation or Marzipan Intellectual Property;

      (h)interfere with or disrupt the integrity or performance of the Marzipan Services;

      (i)attempt to gain unauthorised access to the Marzipan Services or its related systems or networks, or perform unauthorised penetration testing on the Marzipan Services; or

      (j)use the Marzipan Services in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libellous or otherwise unlawful data.

    5. Without prejudice to its other rights and remedies under the Contract, should the Customer use (or permit a third-party to use) the Marzipan Services other than as specified in the Contract without the prior written consent of Marzipan then Marzipan may in its sole discretion:

      (a)terminate the Subscription and the Contract, or suspend the Customer’s and its Authorised Users’ access to and use of the Marzipan Services, in either case on written notice with immediate effect; and/or

      (b)require the Customer to pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Marzipan would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate of 8% above the Bank of England’s base rate from time to time, or where such rate is negative, at 8% per year, from such date to the date of payment.

    6. Marzipan shall be entitled to suspend the Customer’s and its Authorised Users’ access to, and use of, the Marzipan Services under clause 2.5(a) until such time as the breach is remedied to Marzipan’ reasonable satisfaction, which may include (where payment is required under clause 2.5(a) until such time as Marzipan has received that payment in full in cleared funds from the Customer.
  3. Marzipan Services

    1. Marzipan shall, during the Subscription Term, provide the Marzipan Services to the Customer on and subject to these Terms and any otherwise terms expressly incorporated within the Contract as part of an Order.
    2. Marzipan shall use commercially reasonable efforts to make the Marzipan Services available 24 hours a day, seven (7) days a week

      (a)planned maintenance carried out outside of Normal Business Hours except for major scheduled upgrades for which more than 14 days’ prior written notice is given; and

      (b)unscheduled maintenance performed outside of Normal Business Hours, provided that Marzipan has used reasonable endeavours to give the Customer at least 3 Normal Business Hours’ notice in advance.

  4. Free Trial Services

    1. If the Customer is using an evaluation, free trial, proof of concept or an alpha or beta version of the Marzipan Services (or any part thereof) or any version of the Marzipan Services that Marzipan grants the Customer access to under clause 4.1 of these Terms as specified in an Order (collectively “Trial Services”), Marzipan makes such Free Trial Services available to Customer on “as is” and “as available” basis under a non-exclusive, non-transferable license for the Customer’s internal evaluation until the earlier of:

      (a)the end date specified in an Order (the “Free Trial End Date”);

      (b)the start date of any purchased Subscription to the Marzipan Services; or

      (c)written notice of termination of the Free-Trial Services from Marzipan.

      and Marzipan disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement in relation to the Trial Services. The Customer assumes all risks and all costs associated with its use of the Free Free Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or Marzipan’s breach of the Contract with respect to such Free Trial Services is termination of the Free Trial Services. Any obligations on behalf of Marzipan to indemnify, defend, or hold harmless under the Contract are not applicable to Customers using Free Trial Services.
    2. Marzipan may specify as part of an Order that the Customer is granted access to the Free Trial Services on the basis that the Customer’s access will automatically renew as a paid Subscription to the Marzipan Services on the Free Trial End Date, provided that the Customer may revoke this automatic renewal at any time prior to this date. Where Marzipan grants access to the Free Trial Services on this basis, the Customer shall be required to submit its credit and/or debit card details (or any other payment method accepted by Marzipan from time to time) upon placing its Order for the Free Trial Services and this shall be deemed as the Customer making Marzipan an offer to purchase a Subscription upon the expiry of the Free Trial Services on the Free Trial End Date.
    3. Where the Free Trial Services automatically renew as a paid Subscription pursuant to clause 4.2 and Marzipan is, for any reason, unable to take payment from the payment method provided by the Customer upon registering for the Free-Trial Services, Marzipan shall be entitled to present an invoice for the Subscription Fees (plus VAT, if any) to the Customer’s business premises.
    4. The Subscription Fees, Subscription Term and any otherwise additional terms applicable to any Subscription arising under clause 4.2 shall be specified by Marzipan as part of original Order under which the Free Trial Services were granted, or failing which, shall be notified by Marzipan to the Customer by email at least seven (7) days prior to the end of the Free Trial End Period.
    5. Any data the Customer enters into, and configuration it makes to, the Free Trial Services may be permanently lost unless the Customer subscribes for a paid Subscription or receives Marzipan’s express written authorisation to export its data from the applicable Free Trial Services.
      Customer’s subscription will automatically renew as a Full Subscription at the price quoted by Marzipan during the Customer’s sign-up process for the Free-Trial Services. The Customer may cancel this automatic renewal at any time until the end of the Free-Trial Term. Marzipan will send a renewal notification to the email address entered by the Customer when registering for the Free-Trial Services (subject to the Customer’s communication preferences on their Marzipan account) at least fourteen (14) days before any automatic renewal following a Free-Trial Term, including instructions on how to cancel, and details on the price and term of the recurring Contract.
  5. Third Party Services

    1. Marzipan may from time to time recommend, provide you with access to, or enable third-party software, applications, products, services or web links (collectively “Third Party Services”) to be integrated with and used as part of the Marzipan Services. Such Third Party Services are made available only as a convenience to the Customer and the Customer’s purchase, access or use of any such Third Party Services is governed solely by those terms and conditions agreed between the Customer and the provider of such services as a condition of their purchase, access or use of the Third Party Services as part of or (the “Third Party Provider”).
    2. Marzipan is not responsible for, and provides no warranty or undertaking in respect of, these Third Party Services or their continued ability to integrate with, or be accessed as part of, the Marzipan Services. For these purposes the Customer expressly acknowledges and agrees that:

      (a)its use of any Third Party Services offered as part of, or accessible through, the Marzipan Services is entirely at the Customer’s own risk and discretion;

      (b)it is its responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them;

      (c)it is the Customer’s responsibility to seek specialist advice before using or relying on any Third Party Services, including (without limitation) the Payment Processing Services, Shipping Services or Tax Services. Without limiting the foregoing, the Customer agrees that any shipping or tax calculators provided as part of the Shipping Services or Tax Services should be used for reference only and not as a substitute for independent tax advice;

      (d)where the Customer installs or enables any Third Party Services for use with the Marzipan Services, the Customer grants Marzipan its permission to allow the Third Party Provider to access its Customer Data and to take any other actions as reasonably required for the interoperation of the Marzipan Services with the relevant Third Party Service;

      (e)Marzipan has no control over the Third Party Services and shall have no responsibility or liability to the Customer or any other person for such Third Party Services except as specified in clause 5.2(i) below;

      (f)Marzipan does not guarantee the availability of Third Party Services and may disable access to any Third Party Services at any time in its sole discretion without notice to the Customer;

      (g)Marzipan shall not be responsible or liable to the Customer or any other person for discontinuation or suspension of access to, or disable of, any Third Party Services;

      (h)Marzipan provides access to the Third-Party Services on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Marzipan makes no representations or warranties of any kind regarding any Third Party Services, and disclaims all conditions and warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, or warranties that may arise by usage of trade, course of dealing, or course of performance;

      (i)Marzipan shall have no liability whatsoever arising from or relating to the Customer’s use of any Third Party Services, including but not limited to any direct, special, exemplary, punitive, indirect, incidental or consequential damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses of any kind, whether based in contract, tort, strict liability or otherwise, arising out of or in any way connected with Third Party Services. In no event shall Marzipan's entire liability to the Customer exceed the price paid by the Customer under the Contract; and

      (j)the Customer shall indemnify and hold Marzipan and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any liability, expense, loss, claim or demand, including reasonable attorneys’ fees, arising out of or in any way connected with its unauthorised use of any Third Party Services, its breach of these Terms of Service or the documents it incorporates by reference, the Customer’s violation of any law or the rights of a third party, any data uploaded by the Customer or on the Customer’s behalf, or any of the Customer’s actions or omissions related to any Third Party Services.

  6. Fees and Payment

    1. The Customer agrees to pay the Subscription Fees, and any other applicable fees specified in an Order, including but not limited to any applicable fees (if any) relating to the value of sales made through the Customer’s Store(s) (“Transaction Fees”), and any fees relating the Customer’s use of any Third Party Services or its purchase of any Additional Services offered by Marzipan from time to time (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
    2. The Customer must keep a valid payment method on file with Marzipan for all incurred and recurring Fees. Marzipan will charge applicable Fees to any valid payment method that the Customer registers with their Marzipan account from time to time (the “Authorised Payment Method”), and Marzipan will continue to charge the Authorised Payment Method for all applicable Fees until the Marzipan Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and any other charges are in GBP pounds sterling, and all payments will be on GBP currency
    3. Subscription Fees are paid in advance and will be billed in 30 day intervals unless otherwise specified in an Order (each such date a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Marzipan’s discretion. The Customer expressly acknowledges and agrees that it can be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the email address the Customer provided to Marzipan upon registering for the Marzipan Services, and uploaded on the Customer’s admin account on the Marzipan Platform.
    4. The Customer agrees that should Marzipan not be able to process payment of Fees using an Authorised Payment Method, Marzipan may:

      (a)make subsequent attempts to process payment using any Authorised Payment Method;

      (b)suspend and revoke the Customer’s access to the Marzipan Services and its Subscription should payment of any Fees remain unpaid after 28 days or more of the Billing Date;

      (c)terminate the Customer’s Subscription and the Contract should payment of any Fees remain unpaid after 60 days or more of the relevant Billing Date.

    5. All Fees payable by the Customer to Marzipan:

      (a)shall unless otherwise agreed between the Parties be paid in GBP Sterling;

      (b)shall be paid in full, without any right to set-off, counterclaim, deduction, discount, retention, discount or otherwise withholding; and

      (c)are exclusive of value-added tax (if any) or any other locally applicable equivalent sales taxes (VAT), which shall be payable by the Customer at the rate and in the manner from time to time prescribed by applicable law;

    6. If the Customer fails to make payment of any undisputed amount that falls due under the Contract by the due date for payment, then without limiting Marzipan’s other rights and remedies whether in contract, equity or law, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate as published from time to time, or where such rate is negative, at 8% per annum. Such interest shall accrue on a daily basis from the initial due date until payment of the actual amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  7. Changes to the Fees

    1. Marzipan may change the Fees payable for the Marzipan Services from time to time. Marzipan will provide the Customer with 30 days’ advanced notice (the “Fees Change Notice Period”) of any changes in Fees by sending an email to the email address that the Customer has with the Marzipan Services, by providing notice on the Customer’s admin account portal on the Marzipan Platform, or by similar means.
    2. Any changes in Fees will be effective immediately upon the expiry of the Fees Change Notice Period. In the event that the Customer objects to the proposed adjustment, the Customer may terminate their Subscription and the Contract with immediate effect by presenting written notice to Marzipan at any time within the Fees Change Notice Period. Where the Customer fails to serve any such notice to terminate within this 30 day period, this shall be deemed to mean that Customer has accepted the proposed price adjustments.
    3. Marzipan will not be liable to the Customer or to any other person for any modification, price change, suspension or discontinuation of the Marzipan Services (or any part thereof).
  8. Marzipan's Obligations

    1. Marzipan will, as part of the Marzipan Services and at no additional cost to the Customer, provide the technical support in relation to the Marzipan Services in accordance with the timelines detailed in the Support Policy.
    2. Marzipan undertakes that, during the Subscription Term, the Marzipan Services will be provided in accordance with the Documentation and with reasonable skill and care.
    3. The undertaking in clause 8.2 shall not apply to the extent of any non-conformance which is caused by the Customer’s or its Authorised Users’ use of the Marzipan Services contrary to Marzipan’s instructions, or modification or alteration of the Marzipan Services by any party other than Marzipan or Marzipan’s duly authorised contractors or agents.

      (a)any loss of or disruption in Availability of the Marzipan Services that relates to any of the following:

      (i)external issues outside of Marzipan’s reasonable control (for example, failure of the hosting provider or catastrophic Internet shutdown arising from country code (or similar) top level domain failure);

      (ii)an order issued by emergency services or any government authority;

      (i)external issues outside of Marzipan’s reasonable control (for example, failure of the hosting provider or catastrophic Internet shutdown arising from country code (or similar) top level domain failure);

      (iii)the patching of a change to the Marzipan Services by Marzipan or Marzipan’s agents, where the Customer was provided 30 calendar days’ written notice in advance of the patching attempt;

      (iv)a fault in an application, hardware or electronic system of the Customer;

      (v)a fault in an application of the Marzipan Services, if such fault can be reasonably traced to the Customer; or

      (vi)a fault in the Customer’s internet connection.

    4. The Marzipan Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, except as expressly stated in these Terms or an Order, all warranties, conditions, terms and obligations, in each case whether express, implied or statutory, are excluded from the scope of the Contract.
    5. Marzipan:

      (a)does not warrant that the Customer's use of the Marzipan Services will be uninterrupted or error-free, or that the Marzipan Services, Documentation and/or information obtained by the Customer through the Marzipan Services will meet the Customer’s requirements, be fit for any particular purpose, be accurate or be reliable;

      (b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Marzipan Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

      (c)reserves the right at any time to modify or discontinue the Marzipan Services (or any part or content) thereof without notice at any time;

      (d)does not guarantee the availability, accuracy, completeness, reliability or timeliness of any data or information displayed in connection with the Marzipan Services;

      (e)does not pre-screen content uploaded or otherwise published on the Marzipan Services at it is in Marzipan’s sole discretion to refuse or remove any content;

      (f)may, but has no obligation to, remove content uploaded to or otherwise published on the Marzipan Services that Marzipan (in its sole discretion) determines to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or that otherwise violates any party’s Intellectual Property Rights or these Terms,

    6. The Contract shall not prevent Marzipan from entering into similar Contracts with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
  9. E-labels

    1. Marzipan does not represent, warrant or undertake that the Customer’s access and use of the e-labels Services will guarantee, ensure or achieve its compliance with the EU Wine Labelling Regulations or any otherwise applicable regulations on labelling in any jurisdiction, or that the e-labels Services are suitable for the purpose of assisting, obtaining or evidencing any such compliance. It is the Customer’s responsibility to seek specialist advice before using or relying on the e-label Services.
    2. Further to clause 9.1, as between the Parties, the Customer remains solely responsible and liable for its products’ and services’ compliance with the EU Wine Labelling Regulations, any otherwise applicable regulations on labelling in any jurisdiction and any Applicable Laws.
    3. Marzipan will under no circumstances undertake any verification of any e-label or e-label Content, nor certify the accuracy or legality of any of the foregoing prior to making them available on labls.co or any third-party website that hosts any e-label or e-label Content on Maripan’s behalf.
    4. The Customer acknowledges and agrees that to the extent the Customer publishes any e-labels and e-label Content on the e-label Services, Marzipan’s role shall be limited to that of a passive hosting provider who acts as a mere conduit of the Customer’s activities, and accordingly Marzipan shall not be responsible nor liable for:

      (a)the actions or omissions of the Customer, its End Customers or any persons who access and view the Customer’s e-Labels;

      (b)any e-label published by the Customer and any e-label Content or otherwise information (including third party website content or links) made available in connection with such e-label, including (without limitation) as it pertains to the accuracy, truthfulness, exhaustiveness or legality of such e-label Content or otherwise information or its compliance with any applicable regulations;

      (c)the compliance with the EU Wine Labelling Regulations or any otherwise Applicable Laws of any e-label or e-label Content, including (without limitation) the compliance of any of the products and services presented in connection with any e-label or e-label Content; and

      (d)any losses or damages suffered by a Customer or any other person in connection with any e-label or e-label Content published by the Customer on the e-label Services, including but not limited to any direct, special, exemplary, punitive, indirect, incidental or consequential damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses of any kind, whether based in contract, tort, strict liability or otherwise.

    5. The Customer agrees that it shall ensure that the e-labels and e-label Content it generates and publishes on the e-label Services:

      (a)do not violate the rights of any third party, including but not limited to any copyright, patent, trademark, trade secret, or moral right(s) of any such third parties;

      (b)do not violate any Applicable Laws, regulations or rules (including any Data Protection Laws);

      (c)do not relate to counterfeit, forbidden, restricted, fake, bootleg, unsafe, illegally copied, pirated or inauthentic products or services, or inauthentic, unsolicited or abusive commercial behaviours;

      (d)do not slander, defame, libel, abuse or incite offences or crimes, discrimination, hate or violence based on race, ethnic origin and nationality or commit any otherwise criminal, civil or tortious offences;

      (e)do not engage in the unauthorised disclosure of Personal Data or confidential information;

      (f)do not contain or promote any content or commit, engage in or incite any actions whose effect might be prejudicial to persons under the age of 18 or any persons or groups of persons with protected characteristics under the Equality Act 2010; and

      (g)do not violate these Terms of Service or any other terms and conditions that Marzipan makes use of the e-label Services subject to from time to time.

    6. The Customer expressly acknowledges and agrees that Marzipan may at any time suspend or remove any e-label or e-label Content, or terminate the Customer’s right to access the e-label Services as part of its Subscription, without incurring any liability to the Customer where Marzipan deems in its sole and absolute discretion that any e-label or e-label Content published by the Customer violates or is liable to violate these Terms of Service or any other terms and conditions that Marzipan makes use of the e-label Services subject to from time to time.
    7. The Customer is solely responsible for the adequate printing and attachment of any QR-codes generated by way of the e-label Services onto the physical labels of its products, including (without limitation) as this concerns the quality of the printing and the sizing of the printing in light of any requirements under the EU Wine Labelling Regulations or any otherwise Applicable Laws.
    8. The Customer may at any time during the Subscription Term request that Marzipan (its consent not to be unreasonably withheld) redirect a QR-code associated with any e-label to e third-party URL of the Customer’s choice.
    9. The Customer agrees that it shall release, indemnify, defend and hold Marzipan and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any liability, damage, expense, loss, claim or demand, including reasonable attorneys’ fees, arising out of or in any way connected with the Customer’s use of the e-label Services or any e-label or e-label Content it publishes on the foregoing; the Customer’s breach of its obligations under this clause 9; or the Customer’s acts or omissions relating to any e-label Services.
  10. Customer Obligations

    1. The Customer shall:

      (a)provide Marzipan with all necessary co-operation in relation to the Contract, and all necessary access to such information as may be required by Marzipan, in order to provide the Marzipan Services, including but not limited to Customer Data, security access information and configuration services;

      (b)Without affecting its other obligations under the Contract, comply with all Applicable Laws and regulations with respect to its activities under the Contract;

      (c)carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner;

      (d)use all reasonable endeavours to prevent any unauthorised access to, or use of, the Marzipan Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Marzipan.

      (e) ensure that the Authorised Users use the Marzipan Services and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract; and

      (f)be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Marzipan Services, 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.

    2. The Customer shall not access, store, distribute or transmit any malicious code or Viruses on the Marzipan Services, or any material during the course of its use of the Marzipan Services that is unlawful, discriminatory, harmful or which, Marzipan in its sole discretion, considers inappropriate, and Marzipan reserves the right, without liability to the Customer, to disable both temporarily or permanently the Customer’s and it Authorised Users’ access to any and all of the Marzipan Services where the Customer is in breach of the provisions of this clause.
  11. Intellectual Property Rights and Feedback

    1. Except as for the rights granted under the Contract, all rights, title and interest in and to the Marzipan Services, Marzipan Platform, Marzipan API, Documentation and Marzipan Intellectual Property Rights (together the “Marzipan IP”) are hereby reserved to Marzipan. Except as provided for herein, all rights, title ans interest in and to the Customer Intellectual Property Rights are hereby reserved by the Customer. Nothing in the Contract shall transfer ownership of any Intellectual Property Rights from one Party to the other.
    2. Marzipan confirms that it has all the rights in relation to the Marzipan IP that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
    3. Marzipan shall be permitted to collect and use the Usage Data for its reasonable business purposes and for the Customer’s benefit. In the event Marzipan wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be deidentified and/or presented in the aggregate so that it will not identify the Customer or its Authoriaed Users. The foregoing shall not limit in any way Marzipan’s confidentiality obligations pursuant to clause 13 below.
    4. To the extent that the Customer provides Marzipan with any Feedback, the Customer agrees that all right, title and interest in and to the Feedback shall automatically belong to, vest with and be retained by Marzipan. The Customer further acknowlesges that any Marzipan products, materials or services incorporating any such Feedback shall be the sole and exclusive property of Marzipan, and Marzipan shall be entitled to use and commercialise all such Feedback provised by the Customer or its Authorised Users without restriction nor any obligation to compensate, recompense or otherwise reimburse the Customer or its Authorised Users in any way.
    5. To the extent that any rights, title or interest in the Feedback do not automatically vest with Marzipan in accordance with clause 11.4, the Customer hereby grants, and shall procure that each Authorised User grants, to Marzipan a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, fully paid-up licence to use and otherwise practise any suggestions, ideas, enhancement requests, Feedback or recommendations that the Customer or its Authorised Users make, create or provide pursuant to the performance of the Contract, and the Customer shall further ensure that all of its and its Authorised Users’ present and future moral rights related to the Feedback are waived.
  12. Customer Data

    1. The Customer shall own all rights, title and interest in to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants Marzipan and its Affiliates the limited, non-exclusive worldwide license to view and use the Customer Data for its business purposes.
    2. If Marzipan processes any Personal Data on the Customer’s behalf when performing its obligations under the Contract, the Parties record their intention that the Customer shall be the data controller and Marzipan shall be a data processor and in any such case, Marzipan shall:

      (a)only process the Personal Data to the extent, and in such manner, as is necessary to provide the Marzipan Services, in accordance with the Customer’s written instructions and the Privacy Policy, and shall not process the Personal Data for any other purpose that does not comply with the Contract or the Data Protection Laws;

      (b)comply with any written instructions from the Customer requiring Marzipan to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy and unauthorised processing;

      (c)maintain the confidentiality of the Personal Data and not disclose the Personal Data to third parties unless either the Contract or the Customer specifically authorises the disclosure, or the disclosure is required by domestic law, court or regulator (including the UK Information Commissioner’s Office (“ICO”)). If a domestic law, court or regulator (including the ICO)) requires Marzipan to process or disclose the Personal Data to a third party, Marzipan must inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice;

      (d)taking into account the nature of the processing and the information available to Marzipan, reasonably assist the Customer to meet its compliance obligations under the Data Protection Laws, including in relation to data subject rights, data protection impact assessments and reporting to and consulting with the UK ICO or any other regulator under the Data Protection Laws;

      (e)ensure that persons authorised to access and/or process the Personal Data are informed of its confidential nature, and are bound to confidentiality obligations or use restrictions in respect of the Personal Data (whether such obligations and restrictions are contractual or statutory in nature);

      (f)take all measures required pursuant to Article 32 of UK GDPR, including implementing appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction or display of the Personal Data;

      (g)assist the Customer in ensuring compliance with its obligations pursuant to Articles 32 to 36 of UK GDPR taking into account the nature of processing and the information available to Marzipan;

      (h)at the choice of the Customer, delete or return all the Personal Data to the Customer after the end of the provision of Service relating to processing, and delete existing copies of any such Personal Data unless applicable law, court or regulator (including the ICO)) requires storage of the Personal Data; and

      (i)on ten (10) Business Days’ written notice, make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in the Contract.

    3. The Parties agree that the subject matter, duration, nature and purpose of the the processing are as described below:

      (a)Subject matter of processing: Process the Personal Data for the purpose of providing the Marzipan Services.

      (b)Duration: Process the Personal Data only during the Term of the Contract, except as otherwise required by applicable law, court or regulator (including the ICO).

      (c)Nature of processing: processing of Customer Data, Usage Data and Personal Data by Marzipan.

      (d)Type of Personal Data that may be processed by Marzipan: names, telephone, e-mail addresses, job title, IP addresses, cookie identifiers and online identifiers assigned by Marzipan to the Customer and Authorised Users (such as user log-in details).

      (e)Data subject types: the Customer’s Authorised Users and End Customers.

    4. The Parties shall comply with the UK GDPR, the Data Protection Laws and any other laws applicable to the Personal Data processed under the Contract.
  13. Confidentiality

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party's Confidential Information shall not be deemed to include information that:

      (a)is or becomes publicly known other than through any act or omission of the receiving party;

      (b)was in the other party's lawful possession before the disclosure;

      (c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

      (d)is independently developed by the receiving party, which independent development can be shown by written evidence; or

      (e)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 the Contract.
    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 the Contract.
    4. This clause 13 shall survive termination of the Contract, however arising.
  14. Indemnity

    1. The Customer shall release, indemnify, defend and hold Marzipan and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any liability, damage, expense, loss, claim or demand, including reasonable attorneys’ fees, arising out of or in any way connected with the Customer's use of the Marzipan Services and/or Documentation.
  15. Limitation of Liability

    1. This clause 15 sets out the entire financial liability of Marzipan (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

      (a)any breach of the Contract;

      (b)any use made by the Customer and the Authorised users of the Marzipan Services and Documentation or any part of them; and

      (c)any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

    2. Except as expressly and specifically provided in the Contract:

      (a)he Customer assumes sole responsibility for results obtained from the use of the Marzipan Services and the Documentation by the Customer, and for conclusions drawn from such use. Marzipan shall have no liability for any damage caused by errors or omissions in any information technology, software, application programming interfaces (API), content, media, information, instructions or scripts provided to the Customer by Marzipan in connection with the Marzipan Services, or any actions taken by Marzipan at the Customer's direction;

      (b)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 the Contract; and

      (c)the Marzipan Services and the Documentation are provided to the Customer on an "as is" basis.

    3. Nothing in the Contract excludes the liability of Marzipan for:

      (a)afor death or personal injury caused by Marzipan’s negligence; or

      (b)for fraud or fraudulent representation.

    4. Subject to clause 15.2 and clause 15.3:

      (a)aMarzipan 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 the Contract; and

      (b)Marzipan’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Fees paid to Marzipan during the Subscription Term.

  16. Termination

    1. 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:

      (a)the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;

      (b)an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;

      (d)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;

      (e)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;

      (f)the other party ceases, or threatens to cease, to trade;

      (g)there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Act 1988;

      (h)the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

    2. On termination of the Contract for any reason:

      (a)all licences granted under the Contract shall immediately terminate;

      (b)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;

      (c)Marzipan may destroy or otherwise dispose of any of the Customer Data in its possession unless Marzipan receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data; and

      (d)the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

  17. Changes to these Terms

    1. Marzipan reserves the right, in its sole and absolute discretion, to update or change any portion of these Terms of Service at any time, provided that Marzipan will provide the Customer with reasonable advance notice of changes to the Terms of Service that materially adversely affect its use of the Marzipan Services or its rights under the Contract by sending an email to the Customer’s registered email address with Marzipan, providing notice through the Marzipan Platform administrative console, or by similar means.
    2. Notwithstanding clause 17.1, Marzipan may make changes that materially adversely affect the Customer’s use of the Marzipan Services or its rights under the Contract at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that Marzipan in its sole discretion deems to be unsafe, inappropriate, or offensive.
    3. Unless Marzipan indicates otherwise in its notice (if applicable), any changes to the Terms of Service will take effect in the Contract immediately upon delivery of such notice to the Customer. If the Customer continues to access or use the Marzipan Services after the date of such notice, this shall be deemed to constitute its acceptance of the changes and consent to be bound by the Terms of Service as they have been amended to take effect in the Contract.
  18. Force Majeure

    1. Marzipan shall have no liability to the Customer 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 Marzipan 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 Marzipans or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
  19. Waiver

    1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
    2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  20. Severance

    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. 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.
  21. Entire Agreement

    1. The Contract, 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.
    2. Each of the Parties acknowledges and agrees that in entering into the Contract 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 the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
  22. Assignment

    1. The Customer shall not, without the prior written consent of Marzipan, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. Marzipan 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 the Contract.
  23. No Partnership or Agency

    1. Nothing in the Contract 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).
  24. Third Party Rights

    1. These Terms of Service do not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
  25. Governing Law and Jurisdiction

    1. The Contract, and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).