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Please read these terms and conditions carefully, as they contain important information about the Customer’s rights and obligations. In particular, Realcube draws the Customer’s attention to clause 5.4 and clause 13.
1 Definitions and Interpretation
1.1 In these terms and conditions the following words and phrases shall have the following meanings, unless the context otherwise requires:
Additional Licences means a licence purchased by the Customer for additional Authorised Users to use the Software;
Authorised Users means such number of persons as are specified in the Order Form who are licensed to use the Software or such other number of persons as may be agreed between the parties from time to time in accordance with clause 2.7;
Contract means these terms and conditions and the Order Form;
Customer’s Data means any data, information or material including photographs, video and other graphics that the Customer inputs, processes or creates in the course of using the Software.
Data Controller means has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Subject means an individual who is the subject of Personal Data.
Excess Storage Fees means Realcube’s charges for storage of Customer Data in excess of 10 GB from time to time in force as set out on Realcube’s Website;
Fees means the Monthly Fee, Excess Storage Fees and any other fees or charges payable under the Contract;
Intellectual Property Rights all copyrights, patents, utility models, trade marks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
Mobile Device means a mobile device used by an Authorised User to access the Online Service;
Monthly Fee means the fee paid by the Customer to have access to the Software for a calendar month as set out in the Order Form until varied by Realcube in accordance with clause 3.1 or increased due to the purchase of Additional Licences by the Customer in accordance with clause 2.7;
Normal Working Hours means 9am to 5pm on Working Days;
Online Service means online access to the Software by the Customer via Realcube’s Website or the Realcube App;
Order Form means Realcube’s order form for the Software as attached to the Contract;
Personal Data means has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Company is the Data Controller and in relation to which the Processor is providing services under this agreement;
Processing and process have the meaning set out in section 1(1) of the Data Protection Act 1998; 2
Realcube means Realcube Limited (Company number: 07736494) whose registered office is at 18/19 Colliergate, York YO1 8~BN.
Realcube App means the application for Mobile Devices available to download from Realcube’s Website which gives access to the Online Service for Authorised Users;
Realcube’s Website means the website at www.realcubelive.com or such other website as Realcube may notify to the Customer from time to time;
Software means Realcube estate agency software including the Online Service and the Realcube App and Updates thereto;
Support Service means the support service for the Software provided by Realcube in accordance with clause 7;
Updates means any new or updated software made available by Realcube to the Customer;
Working Days means Monday to Friday excluding bank and public holidays in England.
1.2 Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as references to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment, modification or statutory extension of any of the above.
1.3 Except where the context requires otherwise the singular includes the plural and vice versa; a reference to one gender includes all genders; words denoting persons include firms and corporation and vice versa.
1.4 Headings are included in the Contract for ease of reference only and shall not affect interpretation or construction.
2 Access to the Online Service
2.1 Subject to payment of the Monthly Fee by the Customer, Realcube grants the Customer and the Authorised Users a non-exclusive, non-transferable licence to use the Software for an initial period of one (1) month and continuing thereafter until such time as the Contract is terminated in accordance with clause 14. This licence to use the Software is granted on the terms set out in the Contract.
2.2 Realcube warrants that:
(a) it has the right to license the Software to the Customer; and
(b) it will provide the Support Service with reasonable skill and care.
2.3 In relation to the Online Service the Customer may:
(a) input and store Customer’s Data using the Online Service, such Customer Data to be stored on Realcube’s servers;
(b) use the Online Service to access Customer Data.
2.4 Realcube shall on receipt of the first Monthly Fee from the Customer:
(a) (if the Customer has purchased the Windows version of the Software) remotely install the Software on the Customer’s server; or
(b) (if the Customer has purchased the web version of the Software) provide the Customer with user names and password in accordance with clause 6.1; or
(c) (if the Customer has purchased the Windows and web version of the Software) remotely install the Software on the Customer’s server and provide the Customer with user names and password in accordance with clause 6.1.
2.5 Realcube will provide Updates as and when it sees fit which shall be available to download from Realcube’s Website.
2.6 The Online Service is controlled and operated by Realcube from its offices in the UK. Realcube have used its best endeavours to ensure that the Online Service complies with all applicable UK laws. 3
2.7 If the Customer wants to increase the number of Authorised Users it must notify Realcube in writing. Realcube will inform the Customer in writing of the Monthly Fees that will apply if the Customer purchases Additional Licences. The Customer must confirm to Realcube in writing that it wishes to purchase the Additional Licences and it agrees to the increase in the Monthly Fees. The Additional Licences shall become available from and the revised Monthly Fees will apply with effect from the first Working Day of the next calendar month.
3.1 The Monthly Fee will be as set out on the Order Form and may be varied from time to time by Realcube giving notice in writing to the Customer. The first Monthly Fee is payable immediately on signature of the Contract and thereafter the Monthly Fee is payable by the first Working Day of each calendar month until such time as the Contract is terminated in accordance with clause 14.
3.2 The Monthly Fee is non refundable and is payable monthly in advance. The Software shall not be made available to the Customer until such time as the Monthly Fee has been paid.
3.3 The Fees are subject to VAT.
4.1 Payment of the first Monthly Fee may be made by cheque or cash but thereafter Realcube requires that payment of the Monthly Fee shall be made by:
(a) the Customer’s credit card; or
(b) standing order or direct debit to the bank account designated by Realcube.
4.2 All invoices shall be paid by the date of invoice. No payment shall be deemed to have been received until Realcube have received cleared funds. All payments shall be made in pounds sterling.
4.3 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.4 If the Customer fails to pay any sum due under the Contract on the due date for payment then without prejudice to any other right or remedy due to Realcube, Realcube shall be entitled to:-
(a) make an administration charge for each failed payment of £15+VAT
(b) charge interest on any overdue Fees (after as well as before judgment) at the rate of 4% per annum above the base rate of Yorkshire Bank plc for the time being in force calculated from the date on which the outstanding sum fell due to the date upon which it is paid; and
(c) suspend access to the Software until such time as payment is made or if payment of the Fees is overdue for over 28 days then Realcube may terminate the Contract in accordance with clause 14.1.
5 Customer Obligations and Restrictions
5.1 The Customer undertakes that during the term of the Contract it shall:-
(a) comply with all reasonable requests and instructions of Realcube in relation to the Online Services;
(b) ensure that all information provided to Realcube shall be complete and accurate;
(c) where it has requested the Support Service, provide Realcube with such reasonable assistance as Realcube may request, including, but not limited to, providing sample output and other diagnostic information;
(d) sign the standing order mandate or direct debit instruction provided by Realcube and return it to Realcube on signature of the Contract;
(e) comply with all relevant legislation;
(f) be responsible for the security of its Mobile Devices;
(g) be the owner of the data 4
5.2 In relation to the Online Service the Customer shall not and shall ensure that Authorised Users do not:
(a) download and store electronically, reproduce, transmit, display, copy, distribute or use the Software except that downloading and storing the Customer Data is permitted;
(b) sub-license, rent, lease, transfer or attempt to assign the rights in the Software to any other person and any dealing in contravention of this clause 5.2 (b) shall be ineffective;
(c) use the Software except as permitted by the Contract;
(d) allow any person who is not an Authorised User to use the Online Service or the Software;
(e) input or upload any data or content into the Online Service which is defamatory, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening or harassing;
(g) upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Online Service or another’s computer or property of another; or
(h) input any third party copyright material without the permission of the copyright owner.
5.3 If Realcube reasonably consider that the Customer is using the Online Service in breach of sub-clauses 5.2 (e) to (h) Realcube reserves the right to remove any infringing data file, content or material from the Online Service and Realcube shall have no liability to the Customer for any error or inconsistency in the Customer’s Data or any loss of data.
5.4 The Customer agrees to indemnify and keep indemnified Realcube, its officers, employees, contractors and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against Realcube by any person arising out of or as a consequence of an unlawful or negligent act or omission of the Customer, its officers, employees or agents in any way connected with the Contract whether arising from any failure by the Customer to comply with the terms of the Contract or otherwise.
5.5 The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by Realcube in defending any such action, proceeding, claim or demands.
6 Access and Security
6.1 In order to access the Online Service the Customer will be issued by Realcube with a unique password and user name for each Authorised User. The Customer is responsible for the security and proper use of such user name and passwords (including changing passwords on a regular basis) and must only issue user name and passwords to Authorised Users. The Customer must take and must ensure that Authorised Users take all necessary steps to ensure that user names and passwords are kept confidential, secure, used properly and not disclosed to unauthorised persons.
6.2 The Customer must immediately inform Realcube if there is any reason to believe that any user name or password has or is likely to become known to someone who is not an Authorised User or that a user name or password is being or is likely to be used in an unauthorised way.
6.3 Realcube reserves the right to suspend the Customer’s and/or any Authorised User’s access to the Online Service if at any time Realcube considers that there has been, is or is likely to be a breach of security or a breach of any of the Contract.
6.4 Realcube reserves the right (at Realcube’s sole discretion) to require the Customer to change the Customer’s or any Authorised User’s password. If the Customer fails to do so Realcube shall be entitled to suspend the Customer’s access to the Online Service.
6.5 The Online Service must not be used fraudulently or in connection with a criminal offence or giving rise to any civil liability.
7 Support 5
7.1 During the term of the Contract, Realcube shall provide the Customer with the Support Service. The Support Service shall be available during Normal Working Hours. The Customer shall log a support request via Realcube’s Website or by using the telephone number or e-mail specified on Realcube’s Website.
7.2 The Customer must submit sufficient material and information to enable Realcube’s support staff to diagnose and if necessary duplicate the support request. Realcube’s support staff will contact the Customer by email or telephone during Normal Working Hours to request more information and to resolve the support request.
7.3 Realcube shall not be required to provide the Support Service in respect of:
(a) incorrect use of the Software or operator error including use with non designated hardware;
(b) defects or errors caused by the use of the Online Service with computer programs listed on Realcube’s Website as not compatible for use with the Online Service; or
(c) Additional Support, and cover from a normal IT support function, unless subject of Additional Charges on a time and materials basis.
8 Availability of the Online Service
8.1 Realcube will try to make the Online Service available but cannot guarantee that the Online Service will operate continuously or be available in every location. Realcube accept no liability for unavailability of the Online Service.
8.2 Occasionally Realcube may:-
(a) for operational reasons change the technical specification of the Online Service; or
(b) temporarily suspend the Online Service for operational reasons such as repair or maintenance of the Online Service or making Updates available but before doing so Realcube will use its best endeavours to give as much notice as is reasonably practicable by email to the Customer and shall endeavour to ensure that such suspensions occur outside of Normal Working Hours. Realcube may also have to temporarily suspend the Online Service in the case of emergency and in such circumstances Realcube shall not be required to give notice to the Customer. Realcube will restore the Online Service as soon as it reasonably can after temporary suspension.
9.1 Realcube and the Customer undertake to each other to keep confidential all information (written or oral) concerning the business and affairs of the other that it has obtained or received as a result of the discussions leading up to or entering into, or obtains or receives in performance of, the Contract.
9.2 The obligations of each of the parties contained in this clause shall continue without any time limit but shall cease to apply to any information coming into the public domain otherwise than by breach by either party of its obligations contained in the Contract provided always that nothing contained in this clause shall prevent any party from disclosing any such information to the extent required to be disclosed by law or pursuant to any enquiry or litigation by any governmental, official or regulatory body.
9.3 The Customer agrees that Realcube may make announcements about the terms of the Contract and use the Customer’s name in such announcements and that Realcube can include the Customer as a reference in discussions with prospective customers.
10 Intellectual Property Rights
10.1 All Intellectual Property Rights and title to the Software (except to the extent incorporating any Customer or third party owned item) shall remain with Realcube and/or its licensors and no interest or ownership in the Software, the Intellectual Property Rights or otherwise is conveyed to the Customer under the Contract. No right to modify, adapt, or translate the Software or create derivative works from the Software is granted to the Customer. Nothing in the Contract shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the Software. 6
10.2 The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Software is limited as set out under the Contract.
11 Intellectual property indemnification
11.1 Realcube, at its own expense, shall (i) defend, or at its option, settle any claim or suit brought against the Customer by a third party on the basis of infringement of any Intellectual Property Rights by the Software; and (ii) pay any final judgement entered against the Customer on such issue or any settlement thereof, provided that: (a) the Customer notifies Realcube promptly of each such claim or suit; (b) Realcube is given sole control of the defence and/or settlement; and (c) the Customer fully co-operates and provides all reasonable assistance to Realcube in the defence or settlement.
11.2 If all or any part of the Software becomes, or in the opinion of the Realcube may become, the subject of a claim or suit of infringement, Realcube at its own expense and sole discretion may:
(a) procure for the Customer the right to continue to use the Software or the affected part thereof; or
(b) replace the Software or affected part with other suitable non-infringing service(s); or
(c) modify the Software or affected part to make the same non-infringing.
11.3 Realcube shall have no obligations under this clause 11 to the extent that a claim is based on:
(a) the combination, operation or use of the Software with other services or software not provided by Realcube, if such infringement would have been avoided in the absence of such combination, operation or use; or
(b) use of the Software in any manner inconsistent with the Contract; or
(c) the negligence or wilful misconduct of the Customer.
11.4 The Customer shall indemnify and hold Realcube and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Software outside the scope of the Contract; (ii) any access to or use of the Software by a third party which is due to the negligence or wilful misconduct of the Customer or the Customer’s breach of this Contract.
12 Data and Data Protection
12.1 The Customer Data is owned by the Customer and not owned by Realcube. The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, including, but not restricted to compliance with the Data Protection Act 1998.
12.2 The Customer and Realcube acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and Realcube is the data processor in respect of any Personal Data.
12.3 Realcube shall ensure that the Customer Data is kept secure and confidential. Realcube warrants that the Customer data will be stored on its servers in the UK. Realcube shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Customer.
12.4 Realcube shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
12.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments. 7
12.6 Realcube warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected.
(b) take reasonable steps to ensure compliance with those measures.
12.7 The Customer acknowledges that Realcube’s role is limited to storage of the Customer Data. Consequently, Realcube will not be liable for any claim brought by a Data Subject arising from any action or omission by Realcube, to the extent that such action or omission resulted directly from instructions given by the Customer.
12.8 Realcube may authorise a third party (sub-contractor) to process the Personal Data provided that the sub-contractor's contract:
(a) is on terms which are substantially the same as those set out in this agreement; and
(b) terminates automatically on termination of this agreement for any reason.
12.9 In the event the Contract is terminated (other than by reason of the Customer’s breach) or expires, Realcube will make available to the Customer a file of the Customer Data in such format as shall be reasonably determined by Realcube within 60 days of termination.
12.10 In the event the Contract is terminated due to the Customer’s breach, Realcube will make available to the Customer a file of the Customer Data in such format as shall be reasonably determined by Realcube within 60 days of termination subject to Realcube having received:-
(a) payment from the Customer of all outstanding sums due under this or any other agreement between the parties; and
(b) if requested by Realcube, reasonable compensation for the breach of contract suffered by Realcube.
13 Limitation of liability
13.1 Except as expressly stated in the Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Software or that the functionality of the Software will meet the requirements of the Customer or that the Software will operate uninterrupted or error free. This clause 13 shall survive the termination of the Contract.
13.2 Realcube shall not be liable to the Customer, whether foreseeable or otherwise, for:
(a) loss of profit;
(b) loss of business; or
(c) depletion of goodwill, and/or similar losses; or
(d) loss of anticipated savings; or
(e) loss of goods/services; or
(f) loss of contract; or
(g) loss of use; or
(h) loss of or corruption of data.
in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. 8
13.3 In circumstances where the Customer suffer loss or damage arising out of or in connection with its use or performance of the Software, Realcube accepts no liability for this loss or damage (except where Realcube has been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of Realcube or its employees, sub-contractors, agents or any other person or entity and Realcube shall have at least 28 days to address the issue(s).
13.4 Realcube’s maximum liability to the Customer under the Contract or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to a sum equivalent to the Monthly Fee for the month in which the breach of contract occurs, plus damages limited to 50% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Customer in obtaining alternative services. In any event capped at £5,000.
13.5 The limit set out in clause 13.4 does not apply to any liability Realcube may have for death or personal injury resulting from its negligence or for fraudulent misrepresentation.
13.6 The Customer also understand that Realcube cannot and does not guarantee or warrant that the Software or the Customer’s Data stored on Realcube’s server will be error free, free from infection, viruses and/or other code that has contaminating or destructive properties. The Customer is responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy its particular requirements for the accuracy of data input and output.
13.7 Realcube considers that the limitation of liability set out in clause 13.4 is appropriate taking into account the level of the Monthly Fee.
(a) If the Customer is unwilling to accept the limitation of liability set out in clause 13.4 (“Realcube’s Liability”) then the Customer can at any time within 14 days after the date of the Contract notify Realcube in writing of its genuine pre-estimate of the maximum loss or damage likely to accrue to the Customer from breach of contract by Realcube or from Realcube’s negligence in connection with the Agreement.
(b) Realcube shall notify the Customer in writing within 7 days of the receipt of such notice from the Customer and shall use all reasonable endeavours to obtain a quotation for insurance against the risk of such loss or damage as disclosed by the Customer in accordance with clause 13.7(a). After Realcube has obtained a quotation for such insurance, Realcube shall provide full details of such quotation to the Customer in writing. The Customer shall within 14 days of the date of Realcube’s notice:-
(i) confirm to Realcube that it wishes Realcube to obtain such additional insurance and that it will reimburse Realcube for the cost thereof; or
(ii) inform Realcube that it is willing to proceed with the Agreement without any additional insurance and that it accepts Realcube’s Liability.
(c) If the Customer confirms that it wants Realcube to obtain the additional insurance then the Customer shall pay the cost of such insurance to Realcube on demand against production of a receipt for the insurance premium paid. On receipt of such payment, the parties agree on the date of commencement of such insurance that Realcube’s Liability shall be replaced with the additional sum insured but only to the extent that the proceeds (if any) of such insurance are available to satisfy such liabilities.
14.1 Realcube may terminate the Customer’s right to access the Online Service immediately on written notice to the Customer:
(a) if the Customer commits a material breach of the Contract (including not paying the Monthly Fee on the due date), which is capable of remedy, and the Customer fails to remedy the breach within a reasonable time of a written notice to do so; or
(b) if the Customer commits a material breach of the Contract which cannot be remedied; or
(c) if the Customer is repeatedly in breach of the Contract; or
(d) if the Customer is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if the 9
Customer goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets; or
(e) if Realcube is unable to source additional insurance cover if required by the Customer under clause 13.7 or the Customer fails to pay the insurance premium as required under clause 13.7(c).
14.2 Realcube may terminate the contract by providing to the Customer 28 days notice in writing. The Customer may terminate the Contract after its initial 12 months by giving three months notice in writing.
14.3 On termination or expiry of the Contract the Customer’s right to use the Online Service shall cease and the Customer shall not be permitted to input the Customer’s Data from the date of termination. However, Realcube shall allow the Customer to view the Customer’s Data until such time as the file of the Customer’s Data is made available to the Customer under clause 12.9 or clause 12.10.
14.4 Termination of the Contract shall be without prejudice to the rights of the parties accrued before termination.
15 Excess Data Storage Fees
15.1 The Monthly Fee permits the Customer to store up to 10 GB of Customer Data.
15.2 If the amount of storage space for Customer Data required by the Customer exceeds 10 GB, the Customer will be charged Excess Storage Fees. Realcube will use reasonable efforts to notify the Customer when the storage used by the Customer reaches approximately 90% of the maximum; however, any failure by Realcube to provide the Customer with such notification shall not affect the Customer’s responsibility for paying Excess Storage Fees.
15.3 Realcube reserves the right to vary or modify its general practices and storage limits relating to storage of Customer Data at any time and shall notify the Customer in writing of any change to such practices and storage limits.
16 Application of Terms
16.1 By signing the Order Form the Customer agrees to be bound by these terms and conditions. An order for the Software placed by the Customer shall be deemed to be an offer by the Customer made subject to these terms and conditions.
16.2 Subject to any variation under clause 16.4 the Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
16.3 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
16.4 These conditions apply to all contracts for the Software and no variation to these conditions and no representations about the Software shall have effect unless expressly agreed in writing and signed by a director of Realcube.
16.5 No order placed by the Customer shall be deemed to be accepted by Realcube until Realcube countersigns the Order Form. Realcube shall send a copy of the Order Form signed by the Customer and Realcube to the Customer.
16.6 Any Order Form issued by Realcube is given on the basis that no Contract shall come into existence until Realcube has signed the Order Form. Any Order Form issued by Realcube is valid for a period of 30 days only from its date, provided that Realcube has not previously withdrawn it.
16.7 The Customer warrants to Realcube that the person who signs the Order Form is authorised by the Customer to sign contracts on behalf of the Customer.
17.1 Realcube may, but the Customer may not, assign any rights and/or transfer, sub-contract or delegate any obligations under the Contract, and/or charge or deal in any other manner with the 10
Contract or any of its respective rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing by the Customer in contravention of this clause 17.1 shall be ineffective. The Contract is personal to the Customer and is entered into by the Customer for its own benefit and not for the benefit of any third party.
17.2 The Contract is the whole agreement between the Customer and Realcube. The Customer acknowledges that the Customer has not entered into the Contract in reliance upon any statement, warranty or representation made by Realcube or any other person and the Customer irrevocably and unconditionally waives any rights to claim damages and/or to rescind the Contract by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the Contract.
17.3 If any provision or term of the Contract shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms of the Contract and shall be deemed to be deleted from it.
17.4 Except in respect of payment obligations, neither the Customer nor Realcube will be held liable for any failure to perform any obligation to the other due to causes beyond the Customer’s or Realcube’s respective reasonable control.
17.5 Failure or delay by either party in enforcing an obligation or exercising a right under the Contract does not constitute a waiver of that right or remedy.
17.6 The Contract does not confer any rights on any person or party (other than Realcube and/or the Customer) pursuant to the Contracts (Rights of Third Parties) Act 1999.
18.1 If the Customer wishes to contact Realcube with regard to the Contract its contact details are as follows:-
Realcube Limited, 15 Park Place, Leeds LS1 2SJ
Tel: 0845 867 3444
19 Proper law and jurisdiction
19.1 This agreement 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.
19.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).