Partner Terms and Conditions

These terms and conditions (“Agreement”) detail the agreement between Evouchers Ltd trading as FundingConnect (“FundingConnect”, “we” or “us”) and any organisation or any person connected with such organisation or on behalf of such organisation (“Partner” or “you”) who supports the review, decisions and administration of grants to applicants and recipients, and/or supports grant applicants and/or applies for grants on an applicants’ behalf via the Funding Connect Partner platform, and/or application (“FundingConnect Software”).

By registering for and using the FundingConnect Software you agree to be bound by this Agreement. Further the use of our Services through the FundingConnect Software, you will be deemed to have read, understood and accepted these terms, our general website terms of use and our privacy notice, and that you agree to be bound by each of these, without limitation or qualification to all of these terms which are incorporated into this Agreement.  

This Agreement shall apply to our products and services relating to the management and distribution of grants for vouchers (including but not limited to vouchers relating to, retail and energy vouchers and postal voucher schemes (including but not limited to cash out vouchers))(“Vouchers”), prepaid cards (“Cards”) cash (“Cash”), and household goods (including but not limited to white goods and carpets) (“Household Goods”) on behalf of an Organisation, each of which is supplied under the FundingConnect brand (”Services”).  

This Agreement does not deal with Evouchers and this service will be dealt with by separate terms and conditions.

SECTION A: GENERAL TERMS

A1. GENERAL

1.1 You acknowledge and agree that you will be granted access to the Funding Connect Software by an organisation who has appointed you as a referral partner to support in relation to grant administration (“Organisation”), and that Funding Connect is not able to give you access unless you’ve been appointed as a referral partner by an Organisation.

1.2 This Agreement is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.

1.3 FundingConnect’s obligations contained in this Agreement are only owed to you and no other party.

1.4 FundingConnect grants you a non-exclusive, non-transferable, revocable, limited license to use the FundingConnect Software and Services strictly in accordance with this Agreement. This license terminates automatically upon Agreement termination or breach. 

1.5 You agree and confirm that in relation to the Funding Connect Software you operate as a referral Partner and have authority from an Organisation to support grant applicants to complete and submit a grant application, or to submit an application on their behalf. 

1.6 You agree to take full responsibility when you act on behalf of an Organisation when completing Applications on behalf of Grant Applicants, or if they carry out any other actions to support the provision of Schemes to or on behalf of Applicants or Recipients. 

1.7 You are engaged by, and have a direct contractual relationship with, the Organisation. FundingConnect is not a party to, and has no involvement in or responsibility for, your engagement or arrangements with the Organisation. You act as a referral partner to the Organisation only, and nothing in this Agreement constitutes you as an agent, partner, employee or contractor of FundingConnect.

1.8 You have no obligation to pay any amount to FundingConnect under this Agreement. All Charges, the Purchase Price and any other fees payable in respect of the Grants, Products and Services are the responsibility of, and payable by, the Organisation and not by you. Nothing in this Agreement shall require you to make any payment to FundingConnect. 

1.9 You acknowledge that you have been appointed as a referral Partner by the Organisation and that your relationship in respect of the Services is with the Organisation. FundingConnect’s contractual relationship for the provision of the Services and the supply of Products is with the Organisation.

1.10 You acknowledge and agree that you have no obligation to pay any fees, charges or other amounts to FundingConnect in connection with the Services or Products. All fees and charges payable to FundingConnect are the sole responsibility of the Organisation. 

A2. MANAGEMENT OF APPLICATIONS 

2.1 You may, on behalf of and with the authority of the Organisation, support Applicants to complete and submit an Application, or complete and submit an Application on an Applicant’s behalf. You are responsible for ensuring that each Application, and all information and supporting documentation submitted through the FundingConnect Software, is accurate, complete and not misleading, and for obtaining any consents required from the Applicant. You shall support Grant Applicants in completing and submitting applications via the FundingConnect Software, including providing guidance on the application process and ensuring that all required information is accurately recorded. You acknowledge that FundingConnect relies on the accuracy and completeness of the information you submit and does not independently verify applications.

2.2 You are responsible for reviewing applications, assessing Applicant eligibility against the criteria specified by the Organisation, and making or recommending Grant award decisions in accordance with the Organisation’s requirements. You are also responsible for the oversight and management of all Applications processed by you or your users through the FundingConnect Software, including taking reasonable steps to identify and prevent duplicate, ineligible, fraudulent or erroneous Applications. FundingConnect does not review, verify or monitor Applications and relies on you to carry out such oversight. FundingConnect shall be entitled to rely on your eligibility assessments and award decisions without further inquiry.

2.3 Review and eligibility decisions. You are responsible for reviewing each Application and any supporting documentation, assessing eligibility against the Organisation’s eligibility criteria, and deciding whether to approve, reject or award a Grant. All such decisions are made by you on behalf of the Organisation and not by FundingConnect. FundingConnect does not make, and is not responsible for, any eligibility or award decision.

2.4 You are responsible for administering the Grants you award through the FundingConnect Software, including providing the correct Recipient details, assigning the correct Products to the correct Recipients, and notifying Recipients of any applicable claim or expiry deadlines, in each case in accordance with clause A4.

2.5 You shall maintain accurate and complete records of the Applications you process and the decisions you make, and shall provide such records to the Organisation or to FundingConnect promptly on reasonable request.

2.6 You warrant that you have all necessary authority from the Organisation to carry out the activities described in this clause A2, and you acknowledge that FundingConnect is entitled to rely on the Applications, information and decisions you submit through the FundingConnect Software without further verification.

2.7 You shall administer Grants awarded to Recipients, including overseeing the allocation and distribution of Products, monitoring the progress of Grants, and ensuring compliance with the Organisation’s grant conditions. You shall promptly notify FundingConnect of any issues arising in the administration of Grants.

2.8 You shall maintain accurate and complete records of all applications received, eligibility assessments, Grant award decisions, and the allocation and use of Products for a minimum period of six years following the end of the relevant Scheme or such longer period as may be required by applicable law. You shall make such records available to FundingConnect and/or the Organisation upon reasonable request.

2.9 You acknowledge and agree that FundingConnect does not make eligibility or award decisions in respect of Grants and is entitled to rely on the decisions, assessments and information provided by you without independent verification. You shall indemnify FundingConnect against any losses arising from any incorrect eligibility assessment, award decision or inaccurate information provided by you.

A3. CONTRACT

3.1 You will either be asked to agree to this Agreement via our FundingConnect  Software or manually (such as by email). If for any reason you are not prompted to affirmatively agree to this Agreement then your continued use of our Services will constitute your agreement to the terms of this Agreement.

3.2 We may from time to time make changes to this Agreement and any policies and agreements which are incorporated herein, and such changes shall be effective immediately upon notification via FundingConnect  Software or such other method including but limited to email. Your use of our Services after such changes or your Grant of our Products, shall constitute your acceptance to such changes.

SECURITY OBLIGATIONS

3.3 You must ensure that any user IDs, magic links, passwords, and other access credentials for your FundingConnect Software account are kept strictly confidential and not shared with any unauthorised person.

3.4 You are responsible for any and all actions taken using yours and your users’ accounts, passwords or access credentials.

3.5 You must implement and maintain appropriate technical and organisational security measures to protect your account information, including but not limited to:

  1. Regular password changes using strong, unique passwords;
  2. Limiting access to authorised personnel only;
  3. Implementing all security features available within the FundingConnect Software;
  4. Sharing of information including but not limited to any domain or hyperlinks provided by FundingConnect to You; and
  5. Training your personnel on security best practices; 
  6. Maintaining up-to-date security software on all devices used to access the FundingConnect  Software.

3.6 You must implement all security measures recommended or required by FundingConnect from time to time, including but not limited to two-factor authentication (2FA), without delay.

3.7 You must notify FundingConnect immediately of any breach, or suspected breach of security or unauthorised use of your FundingConnect account.

3.8 You acknowledge and agree that failure to comply with these security obligations may result in unauthorised access to your account and misuse of Products, for which you will remain fully liable as set out in Clause A 12.3.

3.9 You acknowledge that FundingConnect requires mandatory two-factor authentication (2FA) for all users accessing the FundingConnect platform as an essential security measure to protect against unauthorised access.

3.10 The “FundingConnect Two-Factor Authentication Removal” document (“2FA Removal Document“) is hereby incorporated by reference into this Agreement. 

3.11 If you choose not to implement 2FA as recommended by FundingConnect, you must:

  1. Complete and sign the 2FA Removal Document;
  2. Explicitly acknowledge and accept the increased security risks associated with not using 2FA; and
  3. Accept full liability for all losses, damages, costs, and expenses that may arise from security breaches that could have been prevented by implementing 2FA.

3.12 You acknowledge that by signing the 2FA Removal Document, you are agreeing to its terms in addition to the terms of this Agreement.

3.13 Notwithstanding any signature of the 2FA Removal Document, you remain fully responsible for implementing alternative security measures to mitigate the increased risks associated with not using 2FA.

3.14 FundingConnect reserves the right to immediately suspend your access to the FundingConnect Software without liability if FundingConnect reasonably believes there has been a security breach or your account has been compromised, until such time as the security issue has been resolved to FundingConnect’s satisfaction.

3.15 FundingConnect reserves the right to conduct audits of your compliance with this Agreement upon reasonable notice. You shall provide all requested documentation and access to systems as reasonably required.

3.16 Notwithstanding clause 4.6, where changes are required to comply with applicable law or regulatory requirements, such changes shall take effect immediately upon notification and your continued use of the Services shall constitute acceptance.

A4. ALLOCATION AND USE OF PRODUCTS

4.1 Once you have approved and awarded a Grant to an Applicant, it is your responsibility to ensure that the relevant information is provided to us and you shall formally assign such Products to the appropriate Recipients  in accordance with clauses A5.4.1  and A5.4.2. 

4.2 The expiration date of the Products varies depending on the type of Product purchased. The Organisation acknowledges and accepts that:

  1. from time to time the expiry dates will vary depending on the third party provider of such Products; and
  2. FundingConnect reserves the right to vary the expiry dates from time to time.

4.3 Subject to clause A 4.2, where the Product you have chosen to Grant is required to be assigned to and claimed by a Recipient prior to voucher generation then the following expiry dates apply:

  1. the expiry date for a Recipient to claim the Card or Voucher shall also be 11 months from the date of the Grant placed by you (“Recipient Expiry Date”). You hereby agree to notify the Recipients of the expiry date of the link to claim and access the Card and Voucher from time to time.

4.4 You agree that you shall:

  1. provide the correct details of the Recipients to FundingConnect either (i) into the FundingConnect Software; or (ii) manually, and further, you take responsibility for any errors or omissions that result in any incorrect or omitted details provided to us; and
  2. if required to do so, you shall obtain and maintain the consent of the Recipients for FundingConnect to email/text or otherwise communicate with them to enable the Recipients to access and use the Products.

4.5 You irrevocably confirm and acknowledge that:

  1. if any Recipients are unsuccessful in claiming any FundingConnect links to generate access to Products within any applicable deadlines (such as not claiming by the Recipient Expiry Date) then neither FundingConnect, nor any other person shall be liable to pay you or such Recipient any refund for such failure; 
  2. if any Recipients are unsuccessful in redeeming any claimed Products for any reason (including expiration of such Product in accordance with the third party provider) then neither FundingConnect, nor any other person shall be liable to pay you or such Recipient any refund for such failure; and 
  3. FundingConnect  shall not be liable to monitor whether any persons/Recipients have failed to claim any Products that they may be entitled to or whether Recipients have redeemed such Products with any third party (if relevant). You acknowledge that once a Recipient has received a Product then they will have to rely on the end user terms and conditions of the relevant third party provider.

4.6 The Products are at your risk once delivered to you or to the Recipient or recipient nominated by you. For example, in the unlikely event where a third party provider becomes insolvent, or enters into administration and a Recipient has redeemed a Product, the value of the Product may not be available to spend, and will be subject to the terms and conditions of the relevant third party provider.

4.7 You acknowledge that third-party providers may change their terms and conditions, expiry dates, or redemption processes from time to time. FundingConnect shall notify you of material changes where practicable, but shall have no liability for any such changes or for any Products that become unavailable or subject to less favourable terms.

4.8 Title and risk in Products shall pass to you (or the Recipients as applicable) upon assignment of the Products. FundingConnect shall have no liability for Products after assignment, including but not limited to any defects, unavailability, or changes to redemption terms imposed by third-party providers.

A5. OUR OBLIGATIONS

5.1 In consideration of your agreeing to comply with the terms of this Agreement, FundingConnect shall provide the Services to you.

5.2 FundingConnect  shall provide its Services with reasonable care and skill pursuant to the terms of this Agreement.

5.3 FundingConnect’s obligations are limited to providing the Services in accordance with this Agreement. FundingConnect makes no warranties or representations regarding: (a) the availability, quality, or terms of third-party Products; (b) the suitability of the Services for your particular purposes; (c) uninterrupted or error-free operation of the FundingConnect Software; or (d) the outcomes of any Schemes you establish.

A6. YOUR OBLIGATIONS

6.1 In using our Services, you acknowledge and agree that you:

  1. are legally permitted under applicable law to receive and make use of our Services, there is no other reason to prevent you from agreeing to this Agreement and you are not aware of any legal or regulatory reason why you should not be able to use our Services;
  2. will ensure that any information you provide to us is true, accurate, up-to-date and complete, and you will inform us immediately if there is a change concerning any information you provide to us;
  3. understand that we are in no way endorsing any third party providers we use to provide you with our Services; 
  4. will at all times act in accordance with Applicable Law, including (but not limited) in relation to: (i) complying with all anti-money laundering and counter-terrorist financing laws; (ii) complying with all anti-corruption and anti-bribery laws; (iii) not committing an offence relating to the facilitation of tax evasion; and (iv) not committing fraud;
  5. you will not breach, or cause us to breach, any of our third party provider’s policies, handbooks, procedures or terms; and
  6. understand that we are not performing a regulated payment service;. 
  7. You shall comply with all applicable sanctions laws and shall not use the Services to provide Products to any person or entity subject to sanctions or located in a sanctioned jurisdiction; 
  8. You shall implement and maintain adequate systems and controls to prevent fraud, including but not limited to verification of Applicant identities and eligibility where appropriate.

6.2 You shall notify FundingConnect immediately upon becoming aware of: (a) any fraud or suspected fraud involving the Services; (b) any regulatory investigation or inquiry relating to your use of the Services; (c) any material breach of this Agreement; or (d) any circumstance that may result in a claim against FundingConnect.

A7. LIABILITY – PLEASE READ CAREFULLY

7.1 References to liability in this clause A11 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise..

7.2 Liabilities which cannot legally be limited. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation.

7.3 Subject to clause A11.3, FundingConnect’s total liability for any breach (or breaches related to the same Grant) shall be limited to the total amount of the Purchase Price of the relevant Grant, whether that Purchase Price was paid by you or by the Organisation.

7.4 Subject to clause A11.3, this clause A11.5 specifies the types of losses that are excluded:

  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.

7.5 FundingConnect  will not be liable to you for any loss as a consequence of: 

  1. any action or inaction we take in order to comply with applicable law; 
  2. refusal of a third party provider in respect of an Grant;
  3. any lack of availability of or suspension of any third party providers’ services we rely on in connection with the provision of our Services;
  4. as a result of any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority;
  5. any information, bookings (including but not limited to specific information around dietary requirements), events, communications or documents (“Content”) that have been inserted, uploaded or otherwise set out on our FundingConnect  Software where such Content originated from a third party;
  6. an attack by a third party on our FundingConnect  Software;
  7. events that are unforeseeable or outside of our reasonable control (“Events Outside Our Control”); or
  8. any other loss for which we have explicitly excluded liability for under this Agreement.
  9. For the avoidance of doubt, security breaches resulting from your failure to comply with your security obligations under this Agreement shall not be considered Events Outside Our Control, regardless of whether such breaches involve third-party attacks or malicious actions.

7.6 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations, and your access to the Products and our Services, pursuant to this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control, unless we need to terminate our Agreement with you. 

7.7 Exclusion of statutory implied term. FundingConnect has given commitments as to its levels of service in accordance with clause A 5.3. In view of this obligation, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

A8. YOUR LIABILITY – PLEASE READ CAREFULLY

8.1 You agree to indemnify us for any losses to us that arise from or relate to:

  1. your breach of any applicable law or this Agreement, or any representation you provide to us being untrue;
  2. any fees, taxes or cost not imposed by or via us, which we pay on your behalf;
  3. losses resulting from the Recipients use of the Products; and
  4. any fees, taxes or costs not imposed by or via us, which we pay on the Recipient’s behalf.

8.2 Losses for the purposes of clause A 12.1 include direct and indirect losses, as well as any costs and expenses (including reasonable legal fees).

8.3 Without limiting any other provision of this Agreement, you shall be fully liable for all losses, damages, costs, and expenses incurred by FundingConnect  as a result of:

  1. Any security breach caused by or contributed to by your failure to adequately protect your account information;
  2. Your failure to implement any security measures recommended or required by FundingConnect ;
  3. Compromised email accounts, user credentials, or other access methods within your control;
  4. Any unauthorised access to your FundingConnect  account resulting from your breach of the security obligations in this Agreement; and
  5. Any security breach that could have been prevented by implementing 2FA if you have opted out of using 2FA.

8.4 Your liability under clause A 12.3 includes, but is not limited to:

  1. The full value of any Products fraudulently obtained or misused;
  2. Administrative costs incurred by FundingConnect  in addressing the security breach;
  3. Costs of notifying affected Recipients;
  4. Legal costs incurred by FundingConnect ; and
  5. Reputational damage to FundingConnect .

8.5 You acknowledge that monetary damages may not be a sufficient remedy for unauthorised disclosure of confidential information or security breaches, and that FundingConnect  shall be entitled to seek injunctive relief in addition to all other remedies available at law or equity.

8.6 For the avoidance of doubt, the limitations of liability set out in Clause A11.4 and A11.5 shall not apply to your liability under Clause A 12.3.

A9. DATA PROTECTION

9.1 Funding Connect will operate as a Data Processor, and consider the Organisation operating as a Data Controller. 

9.2 Each party agrees to abide by the terms set out in the Data Processing Agreement and that breach of the Data Processing Agreement may be considered a breach of contract under this Agreement. 

9.3 Both parties shall, and the Licensee shall procure that any Authorised Users shall, observe all their obligations under the Data Protection Legislation, which arise in connection with the performance of this Agreement.

9.4 Both parties shall perform their obligations under this Agreement in such a way as to ensure that it does not cause the other party to breach any of its applicable obligations under the Data Protection Legislation.

A10. INTELLECTUAL PROPERTY RIGHTS

10.1 FundingConnect grants you a non-exclusive, non-transferable, revocable, limited license to use the FundingConnect Software and Services strictly in accordance with this Agreement. This license terminates automatically upon Agreement termination or breach.

10.2 Where you upload any Organisation branding, logos or trademarks to the FundingConnect Software, you grant to FundingConnect a non-exclusive, transferable, irrevocable, worldwide licence to use such branding, logos or trademarks for the provision of the Products and Services. 

A11. COMMENCEMENT, TERMINATION AND SUSPENSION 

11.1 This Agreement shall take effect from the date on which you start using our Services. 

11.2 We may suspend all or part of our Services;

  1. in order to conduct maintenance in good faith; and
  2. in the event we, or any third party provider we use in connection with our Services, in our/their discretion, determines that the provision of our Services would give rise to any legal, regulatory, reputational or other risk.

11.3 We may terminate all or part of this Agreement with immediate effect by giving you reasonable notice and without liability to you if:

  1. we are required to by any third party provider we use in connection with the provision of our Services;
  2. any third party provider we use ceases to provide a material component of our Services or alters their terms in such a way as to make our Services unavailable;
  3. you are in breach of this Agreement and either (i) that breach is incapable of remedy, or (ii) you fail to remedy the breach within 10 business days of being notified of that breach; or
  4. if you are unable to pay your debts as they fall due or a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation), or you enter into an arrangement with your creditors generally, or an administrator, an examiner or any equivalent is appointed over your assets, or you have a receiver appointed over all or any part of your assets, or you suffer any execution over such assets.

11.4 All rights, obligations and liabilities of the parties accrued up to and including the date of termination shall not be affected by termination, including any obligation you have to pay any amounts to FundingConnect  and termination of this Agreement shall not entitle you to a refund in respect of amounts already paid.

11.5 Termination of this Agreement shall not affect the continued operation or enforcement of any provision of this Agreement which reflects an intention of the parties that it should survive termination.

11.6 On expiry or termination of this Agreement, or on any suspension of your access under this Agreement, you shall immediately:

  1. cease all use of, and access to, the FundingConnect Software and the Services; 
  2. stop processing Applications and administering Grants through the FundingConnect Software; and 
  3. at the direction of the Organisation or FundingConnect, return or securely delete any data, records, access credentials, magic links or other materials relating to the Services in your possession or control, save to the extent you are required to retain them by applicable law.

A12. COMMUNICATIONS AND SUPPORT

12.1 To contact us please telephone 01638 597126 or send an email to [email protected].

12.2 Communications between us shall be in English. Should we receive a communication or instruction which purports to be from you, we are entitled, but are not obliged, to rely on and conclusively presume that such communication or instructions have been given by you. We may record and monitor conversations we have with you.

12.3 You must keep your contact information with us up to date, as any communication we send to your contact details will be deemed received by you, regardless of whether you actually receive it. 

12.4 You accept that we are deemed to have received any email correspondence at the time we access it. You accept that there may be a delay in responding to correspondence received. You also acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of it not reaching the intended recipient.

12.5 If you need to raise a complaint, our Complaints Policy is available on the FundingConnect website.

A13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause A17.2.

13.2 Each party may disclose the other party’s confidential information:

  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause A17; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

A14. GENERAL

14.1 Updates to this Agreement. You agree that we shall have the right to make changes to this Agreement from time to time, but if we do we will give you reasonable written notice (which may in some cases mean that changes are made with immediate effect, for example if they are to comply with applicable law, or if they are to your advantage). You will be treated as accepting any change that we make to this Agreement unless you tell us promptly that you do not agree to the change, in which case you must notify us. We may treat such notification as termination of this Agreement, to take effect from the date that the change would otherwise come into effect. 

14.2 Assignment and transfer. FundingConnect  may freely assign or transfer its rights and obligations under this Agreement. You may only assign or transfer your rights or your obligations under this Agreement if we agree in writing.

14.3 Intellectual property: 

  1. FundingConnect (and its licensors, if any) shall retain all right, title, and interest in and to all intellectual property and proprietary rights relating to the FundingConnect Software, including but not limited to all software, technology, source code, algorithms, databases, data, content, documentation, designs, trademarks, service marks, trade names, logos, and proprietary methodologies, whether registered or unregistered, and all related goodwill. FundingConnect may freely assign, transfer, or license these rights to any third party without restriction. All goodwill arising from your use of the Services inures exclusively to FundingConnect’s benefit. You shall not assign any rights granted herein without the prior written consent of FundingConnect. 
  2. Nothing in this Agreement shall be construed as granting you any license or other rights (whether by implication, estoppel, or otherwise) in or to any intellectual property or proprietary rights of FundingConnect (and its licensors, if any), except as expressly set out in this Agreement. Any rights granted to you are strictly non-exclusive, non-transferable, revocable, and limited to personal use of the Services as intended. All rights not expressly granted to you are reserved by FundingConnect and its licensors. 
  3. FundingConnect excludes all liability for third-party intellectual property infringement claims arising from your use of the Products or Services. You are solely responsible for ensuring your use does not infringe third-party rights and shall indemnify FundingConnect against all IP-related claims, damages, and costs arising from your use of the Services.

14.4 Waiver. If we do not insist that you perform any of your obligations under this Agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

14.5 Severance. Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.6 Third party rights. This Agreement is between you and us. No other person has any rights to enforce any of its terms.

14.7 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the courts of England and Wales.