Business Terms and Conditions

1 These terms and conditions

1.1 You are reading a legal document which is the terms and conditions (which we refer to as these Terms or this agreement) between you, a business providing hospitality services to customers (whom we refer to as you or your in this document), and Ambl Group Limited, a company registered in England and Wales with company number 13501354 and VAT number 408 1006 42, whose registered office is at 7 - 8 Britannia Business Park, Comet Way, Southend On Sea, Essex, England, SS2 6GE (and we refer to ourselves as Ambl, we, us or our in this document). If you have any comments, queries or suggestions about our Services, the Platform or the Website, you can write to us at this address or email us at hello@ambl.co .

1.2 By clicking “accept” or “agree” to this agreement, or by completing your registration in accordance with Clause 2, you acknowledge that you have read, understand, and agree to be bound by this agreement.

1.3 We have developed a Platform whereby Users may request Reservations with you.

1.4 In accordance with Clause 4, Your Hospitality Services displayed on the Platform are made available by you, and not by Ambl. Any terms on which Your Hospitality Services are made available to Users are to be agreed between you and the User directly, and not with Ambl.

1.5 Please read these Terms carefully. By accessing or using the Platform (including enabling anyone else to do so) or by completing your registration in accordance with Clause 2, you are agreeing that these Terms will govern your use of the Platform and your overall relationship with Ambl.

1.6 These Terms were most recently updated on 4 January 2024.

1.7 We shall keep a copy of these Terms, but you are advised to print and keep a copy of these Terms and each amended version for your own records and future reference.

1.8 Other than as set out in this Clause 1, other terms are as defined in Clause 31.

2 Registration and set up

2.1 You need to register to use the Platform and be able to access the functionality that we make available to Businesses via the Platform.

2.2 We reserve the right to decline a new registration for any reason.

2.3 To register for access to the Platform, you agree to supply us with all relevant information that we may request from you such as your name, address, business contact, website, email address, telephone number, username (which you may need to replace if your desired one is unavailable), password and such other contact details as we may require and you must provide to us at the same time all information and documentation that meets the Hospitality Services Requirements. You may also be given the opportunity to register other information. To understand how we use that information, please see our Privacy Policy. We reserve the right to withhold access to the Platform until such time as we have received all requested information to our satisfaction.

2.4 You must not choose a password that can be readily guessed. You must keep your password strictly confidential and secure and immediately change your password using the functionality on the Platform and notify us if you suspect that any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your email address or password or there is any breach of security known to or suspected by you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using the Platform. You are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing these Terms to the attention of all persons who may access the Platform through your password or your internet connection. You agree to regularly change your password and in any event when we require.

2.5 Access to the Platform will start once we have notified you by email that we have accepted your registration. Until that point, the Platform functionality will not have started and completion of your registration and profile information will be in preparation for commencement of your use of the Platform.

3 Hospitality Services

3.1 You shall promptly provide Ambl with all information, documentation and assistance necessary for Your Hospitality Services and/or availability to be presented, promoted, advertised and/or to be available for Users to request Reservations, via the Platform. This includes you providing the parameters of the types, numbers, timings and locations of the Hospitality Services that you are willing to provide and you shall keep this information up to date via the Platform as applicable.

3.2 You are responsible for providing Users with all necessary information about Your Hospitality Services including Your Terms of Service.

3.3 You shall comply in all respects with the Hospitality Services Requirements.

3.4 Without prejudice to any other right that may be available to Ambl in these Terms, if you do not comply with or no longer comply with any requirement set out in the Hospitality Services Requirements, we may suspend your participation in the Platform immediately by notifying you and we shall notify you of the reasons at the same time in accordance with Clause 19.

3.5 Where you have complied with Clauses 3.1 through 3.3, Ambl shall use its reasonable endeavours to provide a facility on the Platform to enable a Users to request Reservations with you.

3.6 Where a User has requested an available Reservation via the Platform this will automatically be accepted by you unless manually rejected.

3.7 You shall provide all necessary information, assistance and co-operation to communicate with Users and facilitate a proposed Reservation with Users via the Platform.

4 Entering into Reservations with Users

4.1 You must not enter into a Reservation with a User unless you expect to be able to fulfil the Reservation with that User at the specified time.

4.2 Notwithstanding Ambl having taken any action in relation to any User, including registering the User to enable them to use the Platform, Ambl does not represent or act on the behalf of (and will not be deemed to represent or act on behalf of) any User, nor shall Ambl accept any liability for or on behalf of any User.

4.3 We will not be party to any Reservations, arrangements, meetings or communications made between you and any User and all such Reservations, arrangements, meetings or communications are subject to Your Terms of Service and any other terms and conditions agreed between you and that User, whether on or through the Platform or Website or otherwise. If for any reason you wish to make a Reservation with a User subject to Your Terms of Service and any other specific terms or conditions or payment terms, that must be arranged independently by you before your Reservation is formed with them.

4.4 If you are making any products or services available on behalf of a third party, that relevant third party may have its own applicable terms and conditions relating to its own products and services, and you agree to abide by and require the User to abide by such terms and conditions if applicable. We are not a party to any relationship with such third party.

4.5 You will be deemed to have entered into a binding Reservation with the User, once you and the User have agreed to do so directly using the Platform. The provision of the services which are the subject of that Reservation will be your sole responsibility from that point onwards. The Platform is made available to you solely to provide a facility to assist Users in requesting hospitality Reservations with you under Your Terms of Service. Ambl is not a party to the service contracts which are formed as a result. As such, you are responsible for providing each User with Your Terms of Service where applicable and complying with all relevant consumer laws, and Ambl shall be in no way responsible for cancellations, refunds, payments or any other aspect of Your Hospitality Services as between you and the User including any acts or omissions of any User or recipient of Your Hospitality Services.

4.6 Specifically, without prejudice to the generality of any of the other provisions in these Terms:

4.6.1 we are not responsible for the accuracy, quality, safety or legality of any User's acts or omissions;

4.6.2 we are not responsible for the state of any premises at which Hospitality Services are carried out;

4.6.3 we are not responsible for the behaviour of Users and/or their willingness to co-operate with you (including without limitation any dress code or behaviour policies which you may operate);

4.6.4 any Reservation, arrangement, meeting or communication of you (or anyone on whose behalf you are acting) with any User (or anyone on whose behalf that User is acting) as a result of use of the Website or Platform is entirely at your own risk;

4.6.5 we shall in no circumstances have any liability whatsoever in respect of any such Reservation, arrangement, meeting or communication or any User's failure to comply with or honour such Reservation, arrangement, meeting or communication;

4.6.6 we shall in no circumstances have any liability in respect of any integrations with, and security of transfers to, payment services providers which enable Users to make payments directly to the venue (such as the payment of a deposit to secure a Reservation);

4.6.7 we shall in no circumstances have any liability for any act or omission of any third party (including any User); and

4.6.8 we will not be responsible for any liability, loss, damage, injury, cost, expense, fine, demand, claim or proceeding incurred by any person (including for death, personal injury, damage to property or pure financial loss) arising out of or in relation to any such Reservation, arrangement, meeting or communication (including failure to provide or delay in providing or receiving any services or products, or errors in any information provided to us or to you by that other person).

This is subject to us not excluding liability in accordance with Clause 16.1 (to the extent that we have any such liability).

4.7 You acknowledge that any tips and suggestions that we may provide through the Website, Platform or otherwise are for convenience only, and any such tips are not exhaustive and may not apply in certain circumstances. Irrespective of any tips or suggestions we may provide, it is entirely your responsibility to take your own precautions and carry out your own prior investigations including when dealing with Users.

4.8 You agree that Users will have the sole responsibility for the accuracy of any information that they may provide and that ultimately if you enter into a Reservation , arrangement, meeting or communication with that User, the decision to rely on information provided by them and the responsibility for doing so is yours alone.

4.9 You agree to comply fully with any Reservation or arrangement you make with any User, including being available and providing Your Hospitality Services at the times and to the levels promised by you.

4.10 You shall provide Your Hospitality Services to a very high standard at all times and so as to enhance the reputation of the quality of Hospitality Services. You shall not give any User any cause to write a negative review about you or Your Hospitality Services, whether due to the quality or timeliness of Your Hospitality Services or otherwise.

4.11 Ambl makes no warranty as to how many Users are available to enter into Reservations nor does it give any commitment as to any minimum number of guaranteed Reservations nor of the quality or value of such Reservations.

5 Commencement and Duration

5.1 This agreement shall commence on the Commencement Date and shall apply during your use of the Platform and until this agreement is terminated.

5.2 Subject to:

5.2.1 either party having the right to terminate or suspend this agreement at any time in accordance with Clauses 17.6, 18, 19 or 23;

5.2.2 successful registration in accordance with Clause 2; and

5.2.3 your payment of all applicable Fees;

you shall be entitled to use the Platform in accordance with these Terms for the purpose of facilitating Reservations with Users.

5.3 This agreement, including your right to access and use the Platform, shall cease if:

5.3.1 this agreement is terminated at any time in accordance with Clauses 17.6, 18 , 19 or 23;

5.3.2 either party gives to the other no less than 30 days' notice to terminate this agreement. If Ambl gives notice to terminate, it shall at the same time provide you with a statement of reasons for that decision in writing and an opportunity to clarify the facts and circumstances around that decision;

5.3.3 Ambl gives notice that it is ceasing to trade generally and intends to terminate this Agreement forthwith as part of that process.

6 Fees and payment

6.1 When registering in accordance with Clause 2 you must provide us with relevant card payment details that we request from you, including any other information we need from you to enable us to set up a recurring payment and/or direct debit to be received by us in cleared funds for the Services. We shall confirm your order and payment details, together with any applicable VAT, once you have provided all necessary information and confirmed your subscription.

6.2 Subject to any different fees and/or method of calculating the fees that we may confirm to you in your registration confirmation or in correspondence from us to you from time to time, the Fees shall be payable in advance and shall consist of:

6.2.1 the Subscription Fee;

6.2.2 the Marketing Fee; and

6.2.3 any other applicable fee for services selected by the Business which may be stated in the Pricing Policy.

6.3 Ambl may collect payment directly from you using the methods set out in clause 6.1.

6.4 The Fees shall be payable to Ambl in pounds sterling, unless another currency is agreed between the parties in writing.

6.5 Ambl shall be entitled to vary the Fees set out in the Pricing Policy from time to time. Where the Fees are varied Ambl will endeavour to notify you promptly by way of email. Where no alternative implementation date is communicated by Ambl, the variation of the Fees shall take effect from the next date on which you are due to pay an instalment of them.

6.6 All sums payable under these Terms:

6.6.1 are exclusive of value added tax or other applicable sales tax, which shall be added (if applicable) to the sum in question and payable at the same time as the sum in question; and

6.6.2 shall be paid by you in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where you are required by law to deduct withholding tax from sums payable.

6.7 If you fail to make any payment due to Ambl under these Terms in cleared funds by the due date for payment, then, without limiting Ambl’s other rights or remedies (whether under this agreement or at law), we may do either or both of the following:

6.7.1 charge you interest on the overdue amount at its choice of the rate of 8% per annum above the Bank of England’s base rate from time to time, or at the maximum default rate provided by statute. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and shall be compounded monthly. You shall pay the interest together with the overdue amount; and

6.7.2 suspend your access to the Platform after giving you no less than 10 Business Days’ notice (including a written statement of the reason) that we intend to suspend your access to the Platform, and maintain that suspension until we have received the outstanding sums in full.

6.8 Termination or expiry of this agreement, howsoever arising, shall not affect the continuation in force of the amounts owing under this Clause 6 prior to termination or expiry.

6.9 Suspension of your access to the Platform shall not cause any part of the Fees to cease to become due or payable. Instalments of the Subscription Fee and Marketing Fee will continue to become due during any period of suspension.

7 Your Obligations

7.1 You must promptly comply with all reasonable and lawful instructions of Ambl in how you use and interact with the Platform.

7.2 You are responsible for understanding and complying with all applicable laws, rules, licences and regulations, and contracts and Reservations with Users and third parties that apply to Your Hospitality Services, including in particular that you shall comply with any requirements arising under consumer law in connection with the provision of Your Hospitality Services and the Mandatory Policies.

7.3 You shall co-operate with and assist Ambl in taking any steps necessary to enable Users to make a Reservation on the Platform.

7.4 You shall have no authority, and shall not hold yourself out, or permit any person to hold themselves out, as binding Ambl, or otherwise create the impression that any person is authorised to bind Ambl in any way, and you shall not do any act which might reasonably create the impression that you or they are so authorised.

7.5 You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Ambl, including for the provision of Your Hospitality Services.

7.6 You shall not during the term of this agreement perform activities similar to that of Ambl, the Website or the Platform.

7.7 You shall not produce any marketing material for the Services or use Ambl’s name, logo or trade marks on any marketing material that is owned or licensed for use by Ambl without the prior written consent of Ambl, or otherwise in accordance with these Terms, and if consent is given then you shall do so in accordance with the Brand Guidelines.

8 General rules

8.1 You agree to use the Platform and Website in accordance these Terms and all other rules provided to you or posted on the Website as applicable to all Businesses, as updated by us from time to time.

8.2 You agree not to cause any User any loss or liability or interfere with another person’s use of the Platform or Website except to the extent that we expressly permit.

8.3 If we provide information about Users, we are dependent on the data provided by them or third parties. We do not warrant and we exclude all liability in respect of the accuracy, completeness, currency, fitness for purpose or legality of any information accessed using the Platform or via the Website or otherwise communicated to you (whether by email, by hard copy printout from the Website or otherwise) relating to another User or their location.

8.4 We will use our reasonable endeavours to ensure that any information on our database regarding Users is up to date. However, you acknowledge that there may be a time delay in updating this information.

8.5 We shall use our reasonable endeavours to correct any errors or omissions in the Platform or Website as soon as practicable after being notified of them. However, we do not guarantee that the Platform or the Website will be free of faults and we do not accept liability for any errors, omissions or faults. In the event of a fault in the Platform or Website, you should report it by email immediately to: hello@ambl.co .

8.6 You shall ensure that all Material provided by or on behalf of you to us, the Website, the Platform and/or other Users (whether through the Platform or otherwise) is true, complete and accurate and you shall promptly inform us of any changes to such information, if possible by using the relevant function on the Platform or Website. You acknowledge that we do not verify any Material provided by or on behalf of you to us. As such, you agree that you are solely responsible for any inaccuracies or errors in the Material provided by or on behalf of you to us. In particular, you agree you shall be entirely responsible to provide full, accurate and up-to-date information to Users and anyone else who receives or may wish to receive Your Hospitality Services. You agree to make any necessary changes to information relating to your Reservations and arrangements with Users directly with those other Users.

8.7 If the Website and the Platform is accessed by you from outside the United Kingdom, this is entirely at your risk. We make no representation that the Platform (or any services referred to in the Website) are available or otherwise suitable for use outside of the United Kingdom. If you choose to access or use the Website or Platform from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:

8.7.1 ensuring that what you are doing in that country is legal; and

8.7.2 the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).

8.8 We do not warrant that your use of the Platform or the Website will be uninterrupted and we do not warrant that any information (or messages or postings) transmitted via the Platform or the Website will be transmitted accurately, reliably, in a timely manner or at all.

8.9 We do not give any warranty that the Platform or the Website is free from viruses or anything else which may have a harmful effect on any technology.

8.10 Although we will try to allow uninterrupted access and minimise any downtime to the Platform and the Website generally for all Businesses and Users, access to the Platform and the Website may be suspended or restricted at any time for any reason (including for necessary maintenance or introduction of new functionality or content). Your access to the Website and the Platform may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. There is a helpdesk for you to report technical issues by emailing hello@ambl.co .

8.11 You agree to comply at all times with any instructions for use of the Platform and/or the Website in these Terms or which we display on the Website or otherwise communicate to you from time to time.

8.12 Nothing on the Website or Platform shall constitute advice specific to your circumstances or a recommendation.

8.13 We assume no responsibility for the content or services of any other websites or services to or from which the Website or the Platform has links. Any such links are provided “as is” with no warranty, express or implied, for the information provided within those sites.

8.14 You shall not frame any of the Website or Platform onto another website without our prior written consent (which may be withheld in our absolute discretion).

8.15 We hereby grant to you a revocable, non-exclusive, royalty-free right to provide a link from your website to the home page of the Website, provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:

8.15.1 you shall not make any warranties or representations about us, our Services, our data, our software or our policies except with our prior express authorisation;

8.15.2 you shall not say anything that is false, misleading, derogatory or offensive about us, the Platform or the content of the Website, our Services, our data, our software or our policies; and

8.15.3 you shall not suggest expressly or implicitly that we have endorsed or approved you, Your Hospitality Services or your website or are associated with it without our prior express authorisation.

8.16 The following uses of the Platform and/or Website are expressly prohibited and you undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:

8.16.1 send or receive any material or message (including to a User) which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third party rights of any nature;

8.16.2 send or post any inaccurate or incomplete or misleading data or material (including sending any feedback about another User or Business) which is not fair or accurate);

8.16.3 use the Website or Platform for a purpose other than which we have designed them or intended them to be used;

8.16.4 use the Website or Platform in any way which breaches any laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations, including any local laws to which you may be subject;

8.16.5 use the Website or Platform for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose;

8.16.6 impersonate any other person or body or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person including a User or another Business;

8.16.7 do any act or omission that may undermine any ratings and feedback system or use them in any way that is not related to the Platform;

8.16.8 act in a racist, sexist or discriminatory way or do anything contrary to the Equality Act 2010;

8.16.9 do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;

8.16.10 do anything in a way that we consider may be contrary to our interests;

8.16.11 resell or attempt to resell any or all of the Platform or Website;

8.16.12 furnish false Material, including false names, addresses or contact details or fraudulent use of payment card numbers or false information about Your Hospitality Services or references;

8.16.13 attempt to circumvent our security or network including accessing data not intended for you, log onto a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);

8.16.14 use, deliver or transmit any viruses, trojan horses, trap doors, or anything else intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

8.16.15 access the Platform or Website in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;

8.16.16 interfere or attempt to interfere with the proper working of the Website or Platform;

8.16.17 use the Website for any advertising except as expressly envisioned by this agreement or with our prior consent;

8.16.18 execute any form of network monitoring which will intercept data not intended for you;

8.16.19 harvest or otherwise collect any information or data about Users or other Businesses without their express consent or do anything that would otherwise put you or us in violation of applicable data protection legislation;

8.16.20 send unsolicited mail messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material, or otherwise in breach of Data Protection Laws. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it as part of a process which complies with the requirements of Data Protection Laws. If a recipient asks to stop receiving email of this nature, you must not send that person any further e-mail;

8.16.21 harass or abuse or stalk any person; or

8.16.22 enter into fraudulent agreements or arrangements with other Users (which shall include pretending to be a third party, or to have no relationship with another User when one exists).

8.17 Our Services do not include the provision of a computer or other necessary equipment or hardware to access the Platform or Website. To use the Website and Platform, you will need to have your own internet connectivity and appropriate telecommunication links. We shall not have any liability for any internet, telephone or other costs that you may incur.

8.18 We do not warrant that the Website or the Platform will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, (subject to Clause 16.1) we shall not have any liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or Platform or your obtaining any material from, or as a result of using, the Website or Platform. We shall also not have any liability for the actions of third parties in breaching any security measures.

9 Publicity, announcements and communicating with Users

9.1 Ambl may:

9.1.1 contact Users to request feedback on those Users’ experiences with you. This information may be shared on the Website and/or Platform and with you, or other third parties for the purpose of improving the Platform and improving future Users’ experiences; and

9.1.2 publicise its relationship with you, including by using your brand name, marks and logos on marketing materials and on online platforms and accounts operated by Ambl. This may also include using quotes provided by you and attributed to you, which may be taken from communications sent to Ambl generally. Ambl reserves the right to feature you as a use case in any form of ‘case study’ or account of a typical user experience which it may publish. You hereby grant Ambl a non-exclusive licence to use any and all trade marks, logos, trading names and styles, as Ambl reasonably considers that it requires in order to receive the full benefit of the permissions set out in this clause 9.1.2.

10 Material

10.1 As between you and us, you shall retain ownership of any Material you submit to us, the Website, or the Platform. You hereby waive your moral rights in such Material and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such Material for any purpose whatsoever (including for display on the Website or Platform and for marketing and promoting Ambl).

10.2 You hereby warrant that you have sufficient rights or licence in order to be able to send any such Material to us, to the Website, Platform or to any User, and for us, the Website, Platform and other Users to use the Material in any ways intended to be used for the purpose of performing the services and complying with any duties described in these Terms.

10.3 We shall be under no obligation to monitor or pre-screen any Material made or submitted by any person, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any Material that you transmit, post or send to us, the Website or the Platform (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach these Terms or may give rise to a breach of this Clause or to any liability for us or any third party.

10.4 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Services, the Platform or the Website (each being Ideas) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.

11 Intellectual property rights

11.1 Except as expressly permitted elsewhere in these Terms and subject in particular to Clause 12, all intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the “look and feel” and other visual or non-literal elements), whether registered or unregistered) in the Website and the Platform, information and content and material on or accessible from the Website or the Platform itself or any part of it, the Branding Guidelines, any database operated by us, the software on the Website and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.

11.2 None of the material described in Clause 11.1 may be reproduced or redistributed without our prior written permission except as expressly permitted elsewhere in this agreement. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.

11.3 No part of the Website, Platform or material described in Clause 11.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.

11.4 If you quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.

11.5 All rights (including goodwill) in the Ambl brands, trade marks, names and logos are owned by us (or our licensors). Other product and company names mentioned on the Website belong to their respective owners.

12 Licence

12.1 We hereby grant you, for the duration of this agreement, and for the purposes of fulfilling the parties’ obligations set out in this agreement, without charging any additional fee beyond that described in this agreement, a non-exclusive, revocable, non-transferable licence to use:

12.1.1 the Platform and Website in the ways permitted under this agreement; and

12.1.2 any other intellectual property rights that we make available to you (including brands, trade marks, names and logos, whether registered or not) in accordance with these Terms and any specific rules contained in the Branding Guidelines.

12.2 You shall not use any intellectual property rights belonging to Ambl for any purpose other than as expressly set out in these Terms and in accordance with the Brand Guidelines. You shall not make any modification to the format and style of any such intellectual property rights without our prior written approval.

12.3 You acknowledge that Ambl and its licensors are the sole owners of all intellectual property rights in and all goodwill associated with the Ambl brands, trade marks, names and logos. All rights arising from the use of our brands, trade marks, names and logos shall inure to the benefit of Ambl and all goodwill symbolised by our brands, trade marks, names and logos shall accrue to Ambl.

12.4 You shall not use or permit the use of Ambl branding, trade marks, names or logos in connection with any other sales or marketing promotion, brand, goods or services other than as contemplated by this agreement, except with our express prior written approval.

12.5 You grant us, for the duration of this agreement, a royalty free, non-exclusive, revocable, non-transferable licence to use your branding and any other information, document or materials which you provide to us for the purposes of our obligations set out in these Terms.

13 Confidentiality

13.1 Each party undertakes that it shall not at any time disclose to any person any of the other party’s Confidential Information, except as permitted by Clause 13.2.

13.2 Each party may disclose the other party’s Confidential Information:

13.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; or

13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this agreement.

13.4 The obligations of confidentiality in this Clause 13 shall not extend to any matter which the recipient can show:

13.4.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this agreement; or

13.4.2 was in its written records prior to receipt; or

13.4.3 was independently developed by it; or

13.4.4 was independently disclosed to it by a third party entitled to disclose the same.

13.5 You shall ensure that all documents and other records (in whatever form) containing Confidential Information supplied to or acquired by you from Ambl are returned promptly to Ambl on expiry or termination of this agreement, and you shall not keep any copies, whether digitally or otherwise, except to the extent required to comply with your legal obligations or to evidence its performance of this agreement.

14 Data protection

14.1 We shall process personal data you submit to us in accordance with our Privacy Policy which can be found on our Website.

14.2 For the purposes of this clause, Data Protection Laws shall mean the UK GDPR (as defined in sections 3 (10) and 205 (4) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any other applicable law concerning data protection, privacy or confidentiality that supplements or replaces the above mentioned legislation, and any subordinate or related legislation. The terms Personal Data, processing and Controller shall have the meaning given in Data Protection Law.

14.3 Where Ambl shares any information that may be Personal Data within the meaning of Data Protection Law with you, the parties acknowledge and agree that the intention is that the parties will separate and independent Controllers of that Personal Data. You undertake to ensure that you do not retain data provided by Ambl for any longer than is necessary to fulfil the purpose for which it was provided.

14.4 You undertake to agree to comply with all applicable Data Protection Laws in your use of any data which relates to Users, whether that data is derived from the Platform directly or collected from Users as part of the process of delivering Hospitality Services to them. Where you collect Personal Data from Users you undertake to provide any privacy notifications, privacy policies and other documents required by applicable data protection legislation to inform them about how their data will be used by you. You accept that compliance with Data Protection Laws in relation to the Personal Data of Users is your sole responsibility and that Ambl shall not be responsible for any failure by you to comply with your requirements under the Data Protection Laws.

14.5 In particular, and without prejudice to clause 14.4, you undertake that you will not use the contact details of any User received from Ambl via the App to send any form of electronic direct marketing communications (by way of email, sms text message, or otherwise. Where contact details of Users are shared with you they are provided solely to enable you to contact Users about Reservations which they have made at your venues, and must not be used for any form of promotional or marketing communications. Nothing in this clause 14.5 prohibits you from sending direct electronic marketing communications in circumstances where you independently collect a valid consent from an individual as part of a process separate from the Platform.

14.6 Each party undertakes to comply with its own obligations under Data Protection Law in the sharing, storing, using and otherwise processing of any Personal Data shared under this agreement.

15 Indemnity

15.1 You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:

15.1.1 any claims or legal proceedings arising from your use of the Platform or Website or use of the Platform or Website through your password, which are brought or threatened against us by any person;

15.1.2 any claims, legal proceedings, or regulatory action which arise as a direct or indirect result of your failure to comply with all requirements of Data Protection Laws;

15.1.3 any breach of these Terms by you; or

15.1.4 any liability owed by you to any User;

except to the extent caused by our breach of this agreement.

16 Limitation of liability

16.1 Nothing in these Terms shall limit or exclude the liability of either party for:

16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

16.1.2 fraud or fraudulent misrepresentation or wilful default; or

16.1.3 liability under the indemnities contained in Clause 15.1; or

16.1.4 any matter in respect of which it would be unlawful to exclude or restrict liability.

16.2 Ambl shall not be liable for any loss or damage arising as a result of the actions of omissions of any of its appointed subcontractors.

16.3 Subject to Clause 16.1:

16.3.1 neither party shall under any circumstances whatsoever be liable, under or in connection with this agreement, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty, or otherwise, for:

(a) any loss of profit, sales, revenue, or business;

(b) loss of anticipated savings;

(d) loss of agreements or contracts;

(e) loss of opportunity;

(f) loss of use or corruption of software, data or information;

(g) any loss arising out of the lawful termination of this agreement or any decision not to renew its term; or

(h) any indirect or consequential loss; and

16.3.2 the total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement, in the preceding 12 months, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of (a) the amount of the Fees in the preceding 12 months or (b) £5,000.

17 Force Majeure

17.1 Save for obligations in respect of payment of the Fees, neither party shall have any liability for any breach, hindrance or delay in performance of its obligations under or in connection with this agreement which is caused by any act, event, omission or accident beyond its reasonable control, including any act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, actual or threatened or suspected terrorism, nuclear, chemical or biological contamination strikes, impacts of epidemic or pandemic (including COVID-19), fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, collapse of building structures, mechanical breakdown, third party software or infrastructure or communications, cyber-attack, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or internet disruption or failure), shortage of or delay in or inability to obtain supplies, equipment or transportation (Event of Force Majeure), regardless of whether the circumstances in question could have been foreseen.

17.2 Each party agrees to notify the other party upon becoming aware of an Event of Force Majeure, such notice containing details of the circumstances giving rise to the Event of Force Majeure and its expected duration.

17.3 The performance of each party’s obligations shall be suspended during the period that the circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.

17.4 Each party shall bear its own costs incurred by the Event of Force Majeure.

17.5 If performance of any obligations are delayed under this Clause 17, each party shall nevertheless accept performance as and when the other party shall be able to perform.

17.6 If the Event of Force Majeure continues without a break for more than three months, you may terminate this agreement upon giving no less than five Business Days’ notice to us, or we may terminate this agreement by giving to you no less than 30 days’ notice, in which event neither party shall have any further liability to the other party by reason of such termination.

18 Three strikes policy

18.1 In order to support effective communication between you and us, we generally operate a ‘three strikes and you’re out’ policy in relation to your use of the Platform and Website. This is without prejudice to any other rights of termination or suspension we may have in these Terms, and in particular those set out in Clause 19.

18.2 Ambl may, in its absolute discretion, place a strike on your account if one of the following events occurs:

18.2.1 you cancel any Reservations without good reason;

18.2.2 Ambl receives a formal complaint about you from a User; or

18.2.3 you breach any other of these Terms.

18.3 If Ambl places a strike on your account, the strike will remain indefinitely until Ambl in its absolute discretion agrees to remove it.

18.4 If Ambl is considering placing a strike on your account, we shall send an email to you describing the issue, setting out any supporting evidence and inviting you to respond via email to hello@ambl.co with your side. If we do not receive a response within five Business Days of us sending the email, then the strike will be applied to your account. If we receive a response within five Business Days of us sending the email, we will review your response and confirm within a further five Business Days whether a strike will be applied to your account. We shall have absolute discretion when determining whether to apply a strike to your account.

18.5 If you have three or more strikes on your account at any one time, we may do one or more of the following in our absolute discretion:

18.5.1 invite you to attend a video call or meeting to discuss the issue, including by exploring our policy and any advice on how to avoid such issues repeating in the future;

18.5.2 give you a final warning;

18.5.3 suspend you from the Platform by notifying you with immediate effect; and

18.5.4 terminate this agreement by notifying you with immediate effect on the ground of this being a repeated infringement.

18.6 You shall not do anything, or omit to do anything, which we consider to be an attempt to circumnavigate or undermine this Clause 18, including by attempting to register another account on the Platform without notifying us of a previous exclusion.

19 Suspension and Termination

19.1 Notwithstanding anything else in these Terms, subject to Clause 19.2, if we terminate this agreement or your access to any part of our Services in relation to you, we shall give you at least 30 days’ notice of such termination. If we suspend or restrict this agreement or your access to any part of our Services in relation to you this may be effective immediately. Whether we are terminating or suspending, subject to Clause 19.7, we shall provide you with reasons for the proposed action and provide an opportunity to respond by clarifying the facts and circumstances set out in our statement of reasons.

19.2 The requirement to provide 30 days’ notice with termination does not apply where there is repeated infringement of these Terms by you (including under Clause 18.5) or where applicable legal or regulatory obligations or an imperative reason pursuant to the law allow us not to provide such notification.

19.3 If we revoke your suspension or restriction, we shall reinstate your access without undue delay, including providing you with any access to personal or other data, or both, that resulted from your use of the Platform prior to the suspension or restriction having taken effect.

19.4 Notwithstanding Clauses 17 and 18, without affecting any other right or remedy available to it, either party may suspend this agreement with immediate effect by giving notice to the other party if:

19.4.1 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

19.4.2 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

19.4.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;

19.4.4 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

19.4.5 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

19.4.6 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

19.5 Notwithstanding Clauses 17 and 18 or these Terms generally, without affecting any other right or remedy available to it, Ambl may suspend this agreement with immediate effect by giving notice to you if:

19.5.1 you do any act or omission intended to circumnavigate or undermine the Platform or Website, including by encouraging Users to stop using our Services;

19.5.2 you do any act or omission which we in our absolute discretion consider to be improper behaviour or discriminatory towards any User or us, which for the avoidance of doubt shall means infringement of these Terms and in particular the obligations set out in Clause 8; or

19.5.3 you make an attempt to offer any services or products via the Platform which are deemed by us to be inappropriate taking into account the nature and purpose of the Platform.

19.6 If this agreement or any part of our Services are suspended under Clauses 6.9.2, 19.4 or 19.5 and has remained suspended for 30 days or more, then the party who suspended may terminate this agreement by giving no less than 30 days’ notice to the other party.

19.7 If Ambl gives notice to terminate or suspend this agreement, it shall at the same time provide you with a statement of reasons for that decision in writing, unless:

19.7.1 Ambl is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or

19.7.2 Ambl can demonstrate that you have repeatedly infringed the applicable Terms.

20 Consequences of termination

20.1 On expiry or termination of this agreement, the following Clauses shall continue in force: 4, 11, 13, 15, 16, and 20 to 31 (inclusive).

20.2 Expiry or termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiry or termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of expiry or termination.

20.3 On expiry or termination of this agreement, you agree to promptly return or otherwise delete any data, information, documents and other materials which we have provided to you including any materials provided in connection with Clause 11; but excluding any data, information, documents and other materials which you produce as part of your interaction with Users.

21 No partnership or agency

21.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party appointing the other as the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22 Entire agreement

22.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

22.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

22.4 Nothing in this clause shall limit or exclude any liability for fraud.

23 Variations

23.1 Except as set out in the rest of this Clause 23, no variation of this agreement shall be effective unless it is agreed in writing by the parties (or their authorised representatives).

23.2 Ambl reserves the right to vary this agreement and any documents referred to in it at any time, by notifying you. We shall give you at least 15 days’ warning of variations to this agreement (or longer if proportionate to the nature and extent of the envisaged variations when this is necessary to allow you to make technical or commercial adaptations to comply with the variations), unless Clause 23.4 applies. You may terminate this agreement with immediate effect by notifying us and cease using the Website if you do not wish to be bound by the variations. However, your continued use of the Services or the Website after the variations take effect will be deemed to constitute your acceptance of the variations.

23.3 Ambl reserves the right to change, modify, substitute or remove any information or service on the Website, the Platform or forming part of the Services that Ambl provides to you from time to time. We shall give you at least 15 days’ warning of the change, modification, substitution or removal or longer if proportionate to the nature and extent of the envisaged changes if necessary to allow you to make technical or commercial adaptations to comply with the change, modification, substitution, suspension or removal, unless Clause 23.4 applies. If you object to such change, modification, substitution or removal, you shall have the right to terminate this agreement effective at or before our notice taking effect, by you notifying us of the termination. However, your continued use of the Services or the Website after the change, modification, substitution or removal takes effect will be deemed to constitute your acceptance of the change, modification, substitution or removal.

23.4 The notice period set out in Clauses 23.2 or 23.3 shall not apply where Ambl:

23.4.1 is subject to a legal or regulatory obligation which requires it to make a variation, change, modification, substitution or removal in a manner which does not allow it to respect the notice period referred to in Clauses 23.2 or 23.3;

23.4.2 has exceptionally to make the variation or change, modification, substitution or removal to address an unforeseen and imminent danger related to defending Ambl, the Services, Users or Businesses from fraud, malware, spam, data breaches or other cybersecurity risks; or

23.4.3 the changes are of an editorial nature, such as those altering the layout, but do not change the content or meaning of any of the Terms.

24 Assignment and other dealings

24.1 This agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement.

24.2 Ambl shall be entitled to assign or subcontract any of its rights and obligations under this agreement to any person without your prior consent.

25 No automatic waiver

25.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

25.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

26 Severance

26.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this agreement.

26.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

27 Notices

27.1 Any notice given to a party under or in connection with this agreement shall be sent in writing:

27.1.1 by email to the other party’s email, being hello@ambl.co for Ambl, and your email that you provide as part of your registration in accordance with Clause 2 for you; or

27.1.2 otherwise addressed to the other party at its registered office set out at the start of this agreement, or at such other address as that party may have specified to the other party in writing and delivered:

(a) personally; or

(b) by pre-paid first class recorded delivery post; or

27.2 A notice shall be deemed to have been received:

27.2.1 if sent by email, at the time of transmission to the required email address; or

27.2.2 if delivered otherwise, when it actually arrives at the required address.

28 Third party rights

28.1 No one other than a party to this agreement, their successors and assignees, shall have any right to enforce any of its terms.

29 Governing law

29.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

30 Jurisdiction

30.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

31 Definitions and Interpretation

The following definitions and rules of interpretation apply in this agreement.

Business: means you or other hospitality service provider who wishes to provide Hospitality Services.

Branding Guidelines: means Ambl’s guidelines for use of its brand as may be available on our Website or which may otherwise be provided to you by us from time to time.

Business Day: means a day other than (a) a Saturday, (b) a Sunday or (c) (c) a day which is a bank holiday in England (as set out on for bank holidays in England).

Commencement Date: means the date we complete your registration and confirm commencement.

Confidential Information: means any information in any form or medium obtained by one party from or on behalf of the other party pursuant to this agreement or which concerns the other party’s business, affairs, customers, clients or suppliers, and which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the Commencement Date together with any reproductions of such information or any part of this information (and Ambl’s “Confidential Information” shall include any information relating to its methodology, software, Website, Services, Users, and those Users’ confidential information).

Data Protection Laws: has the meaning set out in clause 14.2.

Event of Force Majeure: has the meaning given to it in Clause 17.

Fees: means the subscription fees payable by you to Ambl as set out in Clause 6, in exchange for access to the Platform. The particular basis on which your fee is calculated may be set out in the order confirmation at the end of the registration process, or otherwise communicated by us in writing to you.

Hospitality Services: means various services in the restaurant, bar and hospitality industry provided by you or other service providers on their own terms to customers.

Hospitality Services Requirements: means Ambl's mandatory requirements for Businesses as may be available on our Website or which may otherwise be provided to you by us from time to time, which may include for example any timeliness of making and keeping reservations with Users, best practice requirements or quality standards etc.

Mandatory Polices: means Ambl's mandatory policies and procedures as may be available on our Website or which may otherwise be provided to you by us from time to time, which may include for example a Modern Slavery and Human Trafficking Policy, Corporate and Social Responsibility Policy, Anti-bribery and Anti-corruption Policy.

Marketing Fee: means a recurring monthly fee, as set out in the Pricing Policy, which is paid by a Business to Ambl in consideration of marketing services provided by Ambl to that Business in connection with its use of the Platform.

Material: means any material, content, information, data, profiles, feedback, opinions, suggestions, portfolios, descriptions, documents, files, pictures, photographs, diagrams, designs, sketches, drawings, plans, specifications, lists, text, images, logos, graphics, names, trade marks, video, audio, audio-visual material, multimedia material (in any form or in any media) uploaded or provided by you to us, the Website, the Platform or a User, including any menu, food, calorie, allergen, ingredient or other related information.

Platform: means the platform developed by Ambl for the purposes of facilitating reservations between Users and Businesses, containing the software utilised by Ambl to deliver Ambl's services, which it makes available to subscribers via the internet.

Post: means Ambl doing any action to publish on the Website or Platform any information relating to you and/or Your Hospitality Services in a form that is viewable and accessible by a User, including anything published on the Website or Platform by Ambl which is necessary to facilitate a Reservation to be made.

Pricing Policy: means the statement of Ambl’s then current fees and pricing, as set out on the Website, in the order form, or as otherwise communicated to you at the time you enter into this agreement.

Reservation: means a booking made via the Platform between you and a User.

Services: means the services provided by Ambl via the Platform for the purpose of facilitating reservations between Users and Businesses.

Subscription Fee: means a fixed annual fee, as set out in the Pricing Policy, which is paid by a Business to Ambl in consideration of that Businesses’ receipt of access to the Platform as a listed provider of Hospitality Services.

User: means any person who accesses some or all of the Platform.

Website: means our website available at www.ambl.co and from which the Platform may be accessed.

Your Hospitality Services: means the Hospitality Services provided by you.

Your Terms of Service: means your own terms of service under which you make your services available to Users.

31.1 Headings - Clause and paragraph headings shall not affect the interpretation of this agreement.

31.2 Person - A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

31.3 Company - A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

31.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

31.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

31.6 Legislative references - Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

31.7 Writing - A reference to writing or written includes e-mail.

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

31.9 Clauses - References to Clauses are to the clauses of this agreement.

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