Terms & Conditions

These terms and conditions are the contract between you and LEAFIE LIMITED (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.

We are LEAFIE LIMITED, a company registered in England and Wales with the company registration number 14413423. Our registered address is 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

You are: Anyone who uses Our Website.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.

The terms and conditions:

1.            Definitions

In this agreement:

2.            Interpretation

In this agreement unless the context otherwise requires:

• a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
• these terms and conditions apply to all supplies of Goods by us to any customer. They prevail over any terms proposed by you.
• any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
• any obligation of any person arising from this agreement may be performed by any other person;
• in this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
• the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
• a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
• in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
• these terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.
• this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.            Our contract with you

• This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
• Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
• If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
• Because we rely on our suppliers, we do not guarantee that Goods advertised on Our Website are available. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
• The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.
• If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
• We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.

4.            Acceptance of your order

• Your order is an offer to buy from us. Nothing that we do or say will amount to any acceptance of that offer until we actually dispatch the Goods to you. At any point up until then, we may decline to supply the Goods to you without giving any reason.

AND

• At any time before the Goods are despatched, we may decline to supply the Goods to you without giving any reason.
• If we do not have all of the Goods you order in stock, we will offer you alternatives. If this happens you may:
  • accept the alternatives we offer;
  • cancel all or part of your order.

5.            Price and payment

• The price payable for the Goods that you order is clearly set out on Our Website.
• It is possible that the price may have increased from that posted on Our Website. If that happens, we will not despatch the Goods until you have confirmed that you wish to buy at the new price.
• Prices include value added tax (“VAT”). If you show by your delivery address that you reside outside the United Kingdom, VAT will be deducted at the payment point.
• Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
• Any information given by us in relation to exchange rates are approximate only and may vary from time to time.
• If, by mistake, we have under-priced Goods, we will not be liable to supply that those Goods to you at the stated price, provided that we notify you before we dispatch it to you.
• The price of the Goods does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.
• If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than [14] days from the date when we accept that repayment is due.

6.            Security of your credit card

We take care to make Our Website safe for you to use.

• Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

7.            Cancellation and refunds

This and the following paragraph apply if you buy as a consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”). Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.

• We now inform you that information relating to all aspects of our Goods is not in this document but in our marketing material, whether that is in the medium of Our Website or in hard copy.
• The following rules apply to cancellation of your order:
  • If you have ordered Goods, but not received them, you may cancel your order without giving a reason, at any time within 14 days of your order. You will have no obligation and we will return your money.
  • If you have ordered Goods, and received them, you may cancel your order at any time within 14 days of the date you received them. You must tell us that you wish to cancel. You must also send the Goods back to us within that same 14 day period.
  • We will return your money subject to the following conditions:
    • we receive the Goods in a condition in which we can re-sell them at full price, in new condition, with labels and packaging intact.
    • you comply with our procedure for returns and refunds. We cannot return your money unless we know who sent them.
  • The option to cancel your order is not available:
    • if you purchase sealed goods which relate to health or hygiene, and they become unsealed after delivery, or cannot be re-sold for some other reason;
    • if they are a hard medium for a product in soft copy, which comes to you sealed and is returned to us unsealed.
    • if the Goods are somehow mixed with other goods so that we cannot identify or easily separate them.
  • You are responsible for the cost of returning the Goods. We have no obligation to refund to you, your cost of re-packing and returning the Goods.
  • In any of the above scenarios, we will return your money within 14 days.

8.            Liability for subsequent defects

• Please examine the Goods received from us immediately you receive them. If you do not tell us of any defect or problem within 30 days of receipt of the Goods, we shall assume that you have accepted them.
• The procedure to return the faulty Goods is as follows:
  • the Goods must be returned to us as soon as any defect is discovered but not later than six months from receipt by you.
  • before you return the Goods to us, please carefully re-read the instructions and check that you have complied with any provisions relating to the power supply, plugs and sockets.
  • please follow the returns procedure which we will send to you as soon as you notify us that you wish to return them.
• We will return your money subject to the following conditions:
  • we receive the Goods with labels and packaging intact.
  • you comply with our returns procedure. We cannot return your money unless we know who sent them.
  • you tell us clearly what is the fault you complain of, when it first became apparent, and other information to enable us to identify or reproduce it.
• If any defect is found, then we shall:
  • repair or replace the Goods, or
  • refund the full cost you have paid including the cost of returning the Goods.

9.            Delivery and pick up

• Goods are delivered within 30 working days from the day you place an order to purchase the Goods.
• Deliveries will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept the delivery.
• If we are not able to deliver your Goods within 30 days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.
• We may deliver the Goods in instalments if they are not all available at the same time for delivery.
• All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Goods may be retained by the driver. When your Goods arrive, it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us so that we may dispatch a replacement quickly and minimise your inconvenience.
• Signing “Unchecked”, “Not Checked” or similar is not acceptable.
• We will send you a message by email to tell you when we have despatched your order.
• If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
• Some Goods will be delivered direct from the manufacturer who will contact you to arrange delivery. When delivery of the Goods has been arranged directly with the manufacturer, you will be subject to the manufacturer’s delivery policy.
• Some Goods are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.
• Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.

10.       Foreign taxes and duties

• If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
• You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.

11.       Goods returned

These provisions apply if you buy from us other than being a Consumer. The following rules apply to return the faulty Goods:

• We do not accept returns unless there was a defect in the Goods at the time of purchase, or we have agreed in correspondence that you may return them.
• Before you return the Goods to us, please carefully re-read the instructions and check that you have assembled it correctly and complied with any provisions relating to the power supply, plugs and sockets.
• The Goods must be returned to us as soon as any defect is discovered but not later than 14 days.
• So far as possible, Goods should be returned:
  • with both Goods and all packaging as far as possible in their original condition;
  • securely wrapped;
  • including our delivery slip; or manufacturer’s delivery slip.
  • at your risk and cost.
• You must tell us by email message to [address] that you would like to return Goods, specifying exactly what Goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send Goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
• In returning faulty Goods please encloses with it a note clearly stating the fault and when it arises or arose.
• Most of the Goods are covered by the manufacturer’s guarantee for a minimum of 12 months. Please first check the plug, fuse, batteries and the manufacturer’s operating instructions.
• If we agree that the Goods are faulty, we will:
  • refund the cost of return carriage;
  • repair or replace the Goods as we choose.
• If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.

12.       Waste Electronic and Electrical Equipment Regulations 2013

• These regulations provide that suppliers of equipment like high street shops and Internet retailers must allow Consumers to return their waste equipment free of charge.
• Our obligation is to take back from you any electronic or electrical product when you buy a replacement product for similar use.
• If you wish to take advantage of this service, you must return your waste item within 28 days of buying your new one. You must pay the carriage cost to us.

13.       Disclaimers

(This is the first of two options, depending on your customer base. Option one: use this option for sales to consumers anywhere in the UK or EU. You are free to use it for all other customers if you so decide.)

• The law differs from one country to another. This paragraph applies so far as the applicable law allows.
• All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
• We make no representation or warranty for:
  • any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
  • the adequacy or appropriateness of the Goods for your purpose.
• We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
• You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Goods concerned.
• We shall not be liable to you for any loss or expense which is:
  • indirect or consequential loss; or
  • economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
• This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.
• If you become aware of any breach of any term of this agreement by any person, please tell us by [state action required]. We welcome your input [but do not guarantee to agree with your judgement].

(Option two: use this option (to the end of this paragraph) to sell to anyone except EU consumers. It is more favourable to you.)

• The law differs from one country to another. This paragraph applies so far as the applicable law allows.
• All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
• We make no representation or warranty for:
  • the quality of the Goods;
  • any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
  • the correspondence of the Goods with any description;
  • the adequacy or appropriateness of the Goods for your purpose.
• We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
• We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
• We make no representation or warranty and accept no responsibility in law for:
  • accuracy of any Content or the impression or effect it gives;
  • delivery of Content, material or any message;
  • privacy of any transmission;
  • any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
  • any aspect or characteristic of any goods or services advertised on Our Website;
• Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
• We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.
• You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Goods concerned.
• This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act
• If you become aware of any breach of any term of this agreement by any person, please tell us by electronic mail. We welcome your input but do not guarantee to agree with your judgement.
• Nothing in this agreement excludes liability for a party’s fraud.

14.       Your account with us

• You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.
• If you use Our Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account.
• You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.

15.       Restrictions on what you may Post to Our Website

You agree that you will not use or allow anyone else to use Our Website to Post Content which is or may:

• be malicious or defamatory;
• consist in commercial audio, video or music files;
• be illegal, obscene, offensive, threatening or violent;
• be sexually explicit or pornographic;
• be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
• give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
• solicit passwords or personal information from anyone;
• be used to sell any goods or services or for any other commercial use;
• include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
• link to any of the material specified above, in this paragraph.
• send age-inappropriate communications or Content to anyone under the age of

16.       Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

• hyperlinks, other than those specifically authorised by us;
• keywords or words repeated, which are irrelevant to the Content Posted.
• the name, logo or trademark of any organisation other than yours.
• inaccurate, false, or misleading information.

17.       How we handle your Content

• Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018 which is can be found here.
• If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
• Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
• You now irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical.
• Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
• You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
• You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
• Please notify us of any security breach or unauthorised use of your account.

18.       Removal of offensive Content

• For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
• We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
• If you are offended by any Content, the following procedure applies:
  • Your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
  • we shall remove the offending Content as soon as we are reasonably able;
  • after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
• We may re-instate the Content about which you have complained or not.
• In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
• You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

19.       Security of Our Website

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

• modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
• link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
• download any part of Our Website, without our express written consent;
• collect or use any product listings, descriptions, or prices;
• collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
• aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
• share with a third party any login credentials to Our Website.
• Despite the above terms, we now grant a licence to you to:
  • create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
  • you may copy the text of any page for your personal use in connection with the purpose of Our Website.

20.       Indemnity

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

• your failure to comply with the law of any country;
• your breach of this agreement;
• any act, neglect or default by any agent, employee, licensee or customer of yours;
• a contractual claim arising from your use of the Goods;
• a breach of the intellectual property rights of any person.

21.       Intellectual Property

• We will defend the intellectual property rights in connection with our Goods and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
• Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
• You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.
• Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.

22.       Dispute resolution

The following terms apply in the event of a dispute between the parties:

• If you are not happy with our services or have any complaint then you must tell us by email message to info@leafie.co.uk
• Detailed information about our complaint handling procedure can be found here.
• If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.

23.       Miscellaneous matters

• When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
• Where we provide goods without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other Goods for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those goods or that service.
• If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
• The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
• No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
• Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery

• This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act or otherwise.
• Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his reasonable control.
• In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
• The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.

Notice of right of cancellation: Right to Cancel and Model Cancellation Form

Information about your statutory right to cancel

Your right to cancel

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.

The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.

How to cancel

To meet the cancellation deadline, it is enough for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement, sent to us by post or e-mail.

You may copy the model cancellation form below, but you can use your own words as long as your intention is clear.

Model cancellation form

To LEAFIE LIMITED, 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX. Email: info@leafie.co.uk

I/We hereby give notice that I/we cancel my/our contract of sale of the following products: _________________________________________

Ordered on _________ / received on _________

Name: _________________________________________

Address: _________________________________________

_________________________________________

Signature:

Date: _________

24.      Search Only Terms Contract: for Access and Use of Website

This Search Only Terms Contract: for Access and Use of Website (the “Contract”) is hereby notified to all Accessing Parties and establishes the legal conditions governing Access of the Website Content associated with the Website, any sub-links or associated applications, websites and pages, and all materials accessible subject to this Contract.

This Contract is to function as a contractual instrument, notice of legal restrictions, the notification of the reservation of Intellectual Property Rights which the Website Operator wholly retains, and a governance framework regulating Website Content Access, interaction with and ingestion by any Accessing Party, Artificial Intelligence System technologies, for Dataset building, or Derivative Dataset, or Foundation Model construction activities or similar technologies or actions when Accessing or using the Website Content in any way.

By Accessing the Website or Website Content in any manner, on any device, from any location, the Accessing Party acknowledges and agrees to the restrictions contained in this Contract.

1. Definitions and Interpretation

For the purposes of this Contract the definitions and interpretation are as set out in Annex A below.

2. Reservation of Intellectual Property and Other Rights

2.1. All rights, title and interest in the Website and Website Content are owned
by or licensed to the Website Operator.

2.2. Such rights include without limitation: (a) copyright; (b) database rights;
(c) rights in compilations and Datasets; (d) trade secrets; (e) contractual
rights; (f) rights arising under the law of confidence; (g) other Intellectual
Property Rights recognised under the law of England and Wales.

2.3. All rights not expressly granted in this Contract are reserved. Nothing in
this Contract grants additional rights or any licence by implication, estoppel,
or otherwise except where explicitly stated.

2.4. This Contract constitutes a legally binding agreement between the Website
Operator and each Accessing Party. Access to the Website and the Website Content
is provided as a conditional service; and in consideration of compliance with
this Contract, including payment obligations arising under Clause 4.

2.5. For the avoidance of doubt:

2.5.1. Access to the Website and Website Content is governed by a contractual
payment obligation arising per Access Event; and

2.5.2. Use of Website Content is governed by Intellectual Property Rights and
contractual restrictions.

2.6. Payment of an Access Fee does not grant any right to use, reproduce, or
exploit the Website or Website Content in any manner; and does not constitute a
licence beyond the limited, conditional permissions expressly set out in this
Contract.

2.7. Any permission to Access or interact with the Website or Website Content
without payment operates solely as a conditional waiver of the Access Fee in
accordance with Clause 4.4; and is strictly limited to the circumstances where
all applicable conditions under this Contract are satisfied.

2.7.1. Any non-compliance automatically terminates the waiver; and results in
the Access Fee becoming immediately due and payable.

2.8. Rights beyond those licensed in this Contract may only be granted by
express, written, agreement between the Website Operator and the Accessing
Party.

2.9. Separate and alongside the Intellectual Property Rights this Contract
operates as a contractual agreement between the Website Operator and the
Accessing Party, concerning the Website Content owned by Website Operator. This
Contract applies the same restrictions on use of the Website Content as the
licence terms below.

2.10. All Intellectual Property Rights and associated remedies are expressly
reserved and operate independently of any contractual payment obligations. The
Website Operator reserves the right to pursue, without limitation: injunctive
relief; damages; equitable remedies; and any other relief, whether or not a
contractual debt claim is pursued.

2.11. This Contract operates as the sole governing contractual instrument in
respect to Access, interaction with and ingestion of the Website and Website
Content. Any third-party terms are expressly excluded and shall have no effect
unless agreed in writing by the Website Operator, included any invocation Clause
3.

2.12. The Accessing Parties are responsible for regularly checking the Website
and this Contract for any updates. It is the Accessing Party’s responsibility to
stay informed about any changes to their obligations and restrictions.

3. No Implied Acceptance of Google’s 2023 Amended Terms

3.1. Google’s publicly available terms of service, privacy policy and developer
guidelines in force prior to 2023 permitted the use of crawling technology and
indexing of publicly accessible human authored Website Content (“Pre 2023 Google
Terms”).

3.2. In 2023, Google unilaterally introduced amended terms, policy updates, and
developer guidelines that expanded Google’s ability to use publicly accessible
content for automated outputs, including generated responses by Artificial
Intelligence Systems and allows AI-generated content to appear in Search results
(“2023 Google Terms”). These amendments materially reduced the protections
afforded under the Pre 2023 Google Terms and altered Google’s treatment of
indexed material. The Website Operator considers the 2023 Google Terms to be
abusive and void and note that they are the subject of ongoing complaints, and
investigations by the competition authorities.

3.3. The Website Operator expressly does not accept the 2023 Google Terms.
Access to the Website and Website Content, and any interaction by Google or its
automated system(s), does not constitute acceptance or waiver of those the 2023
Google Terms. Any reliance by Google on unilateral amendments is wholly
rejected, and any continued attempt to impose the 2023 Google Terms places the
Website Operator under economic duress, as they materially restrict the Website
Operator’s ability to conduct its business.

3.4. If Google continues attempting to apply the 2023 Google Terms, this
Contract shall operate as the sole governing contractual instrument and licence
regulating any Search Indexing or Crawler‑based Access to the Website and the
Website Content. The 2023 Google Terms, and any unilateral amendments, shall
have no effect and shall not govern Access to or use of the Website and Website
Content.

4. Licence to Access Website

4.1. Access to the Website is conditional and constitutes acceptance of this
Contract. Each Accessing Party entering, interacting with, or otherwise making
any request to the Website or Website Content, does do so subject to the terms
of this Contract. All non-Licensed Access, is Unlicensed Access unless expressly
agreed in writing in a binding agreement between the Accessing Party and Website
Operator.

4.1.1. All Website Content may not be reproduced, distributed, transmitted,
displayed, altered, or used in any way directly or indirectly or in derivative
work, published or broadcast without prior written permission from the Website
Operator.

4.2. An Access Event commences from when the individual Accessing Party
initially Accesses the Website or Website Content, and concludes after 24 hours.
Separate Accessing Parties each give rise to separate Access Events upon their
initial Access to the Website and Website Content.

4.3. An Access Event is subject to the payment of a fee, of £500 being five
hundred pounds sterling, or in the alternative the amount set in the Website
Terms and Conditions (the “Access Fee”). In consideration of each Access Event,
the Accessing Party shall pay the Access Fee, which is immediately due and
payable and constitutes a contractual debt owed by the Accessing Party to the
Website Operator. Each Access Event constitutes a separate and independent
payment obligation.

4.4. The Website Operator hereby waives the Access Fee solely where the Access
Event: falls strictly within the scope of Licensed Access, which includes the
Non-Commercial Use (for clarity this also includes repackaging the Website
Content for assistive technologies for Accessibility use for Non-Commercial
Use), and Search Indexing by Permitted Crawling Activity; and complies fully
with all requirements set out in this Clause 4 and elsewhere in this Contract.

4.4.1. Any failure to comply strictly with such conditions shall result in the:
automatic withdrawal of the waiver as set out in Clause 4.4; and the Access Fee
becoming immediately due and payable for each relevant Access Event.

4.5. Website Content is licensed, not sold and may not be reproduced,
distributed, modified, displayed, performed, published, licensed, used directly
or indirectly, or used to create derivative works from the Website Content.
Downloading of all or parts of a product in a systematic or regular manner is
strictly prohibited unless strictly for Search Indexing. Reproducing the Website
wholly and/or in part without including the terms of this Contract is strictly
forbidden.

4.6. The Website Operator may instruct the Licensed User via computer code how
the Licensed Access is permitted for the Website, and the Website Content.

4.6.1. Search Engine Crawlers are permitted to perform the following activities
solely to support the Permitted Crawling Activity: (a) Crawlers may Access and
download Website Content that is publicly accessible through standard HTTP or
HTTPS requests and that does not require authentication credentials, payment
access, or other access controls; (b) Crawlers may follow hyperlinks embedded in
publicly accessible pages to discover additional URLs available on the Website;
and (c) Crawlers may retrieve resources referenced by webpages where necessary
to render or interpret the page content accurately.

4.6.2. Search Indexing is only permitted where the Licenced User stores any
Website Content solely to enable indexing and retrieval for Search
functionality. This is solely for processing the index, retrieving, and serving
Search results. This includes rendering in line with Permitted Crawling Activity
to direct Search for Non-Commercial Use. Provided also that such processing does
not result in the retention, reuse, or exploitation of Website Content beyond
what is reasonably necessary to provide the Search service.

4.6.2.1. Website Content is presented in Search to Non-Commercial Users in short
form quotations, without any and all amendments. Any rendering of the Website
Content outside of Search, or of the Website is an Unlicensed Access unless
expressly agreed in writing in a binding agreement between the Accessing Party
and Website Operator. Any deviation from these conditions constitutes Unlicensed
Access and triggers the Access Fee.

4.7. As a condition of Licensed Access, the Accessing Party of the Website or
Website Content agrees that, upon written request by the Website Operator, they
shall promptly provide a full and accurate disclosure of any Access Event and
use of the Website Content. This includes but is not limited to, the manner in
which the Website Content has been Accessed, stored, copied, processed, used,
incorporated, or derived from, whether manually, or through a Crawler, or any
Artificial Intelligence System. This clause is made in line with and in addition
to the provisions of Clause 11.

4.7.1. The Accessing Party shall provide such information, records, technical
details, or documentation as are reasonably necessary to enable the Website
Operator to determine whether any Unlicensed Use has occurred, and to verify
compliance with this Contract.

4.7.2. Failure to comply with this disclosure obligation shall constitute a
material breach of this Contract and may, without limitation, be treated as
evidence of Unlicensed Access, and may be relied upon as evidence in determining
the number of chargeable Access Events.

5. Reservation of Position in Equity

5.1. Without prejudice to any rights or remedies available at law, in contract
or otherwise, the Website Operator expressly reserves all rights and remedies
available in equity in connection with the Website Content, and any Unlicensed
Access. Nothing in this Contract, nor any act, omission, delay, indulgence,
forbearance or failure to enforce any right, shall operate as a waiver, release
or extinguishment of any equitable right or remedy of the Website Operator,
including the right to seek and obtain equitable relief as necessary.

5.2. The Website Operator retains the right, in its sole discretion and at any
time, to pursue any and all forms of equitable relief against any person, and/or
Accessing Party reasonably suspected of being an Unlicenced User.

6. Restrictions and Website Operator Controls

6.1. Notwithstanding the permissions granted above, the Website Operator
reserves the right to restrict or regulate Access to the Website or Website
Content via any and all means.

6.2. Website and Website Content Access may be further limited or restricted
through the use of a robots.txt file or equivalent technical, or machine
readable, or Website directives.

6.3. Permitted Crawling Activity is expected to comply with the terms of this
Contract, provided that such activity:

6.3.1. Complies with technical access controls and machine-readable directives
implemented by the Website Operator;

6.3.2. Does not involve extraction beyond what is reasonably necessary to
maintain a searchable index;

6.3.3. Does not involve storage, reuse, or processing of Website Content for
Artificial Intelligence System training, or commercial content exploitation
other than Search retrieval and display purposes;

6.3.4. Does not alter the content republished for the limited purpose of
enabling consumers to navigate to the Website Content under Website control; and

6.3.5. Does not circumvent authentication, rate-limiting, paywalls, or other
Access restrictions.

6.4. The Website Operator may designate certain pages as excluded from Search
Indexing using directives or any method of informing Crawlers as to the
permissions being expressed by the Website Operator.

6.5. Search Engine Crawlers are not authorised to Access any content requiring:
login authentication; password protection; API credentials; private network
access; or restricted subscription access.

6.6. The Website Operator may implement server-side protections that limit
Crawler request rates, including but not limited to: HTTP rate limiting;
throttling mechanisms; temporary service unavailability responses; search engine
operators are expected to respect such signals to avoid undue strain on
infrastructure.

6.7. Circumvention of technical controls including rate limiting, authentication
mechanisms, anti-scraping protections, or Access restrictions constitutes
unauthorised Access and/or Unlicensed Access.

6.8. Except for Search Index Access, unless subject to notified change or
amendment, for all other elements the Website Operator reserves the right,
including but not limited to, modify, restrict, or revoke Crawler Access to the
Website at any time through: robots.txt directives; HTTP headers or directives;
anti-scraping protections; server configuration changes; or updates to this
Contract from time to time.

7. Prohibition on AI Scraping and Data Mining

7.1. Except where expressly authorised in writing by the Website Operator, the
Accessing Party may not scrape, ingest, Access, copy, index, or use Website
Content for purposes unrelated to Search Indexing.

7.2. Any Unlicensed Access to exploit the Website or Website Content for any
purpose, including but not limited to portraying, or passing off in Artificial
Intelligence Systems outputs as human generated material is strictly prohibited.
Any Access not consistent with Search Indexing will constitute Unlicensed
Access.

7.3. Herein this Contract expressly and directly provides explicit notice that
prohibited Unlicensed Access activities include but are not limited to: (a)
training Foundation Models and/or Artificial Intelligence Systems; (b)
generating Embeddings; (c) constructing Datasets; (d) fine‑tuning generative
models; (e) enriching Artificial Intelligence Systems generative content; (f)
benchmarking Artificial Intelligence Systems; and/or (g) creating Derivative
Datasets.

8. Database Rights Protection

8.1. Where Website Content constitutes a database, it may be protected by
copyright in the structure of the database and by sui generis database rights,
being rights of their own kind, class or unique that protect the substantial
investment in obtaining, verifying, or presenting database contents.

8.2. Extraction or reutilisation of substantial, and insubstantial parts, of
such databases is prohibited.

9. Data Labelling, Watermarking and Provenance

9.1. The Website Operator may embed provenance signals in Website Content
including but not limited to: Embeddings, digital signatures, watermark
identifiers, stylometric watermarking, statistical token markers, and metadata
provenance identifiers. Removal of these signals from Website Content is
prohibited in all situations.

9.2. The Website Operator may rely on metadata defined in this Contract to
signal to all Accessing Parties its ownership and use restrictions associated
with the information accessed from Website Operator’s Website and the Website
content.

9.3. The absence of a watermark, date label and other marks of provenance is not
evidence of permission.

10. Machine‑Readable Legal Restrictions

10.1. The Website Operator may deploy machine‑readable signals communicating
legal restrictions on automated Access and Artificial Intelligence System Access
and training.

10.2. Such signals may include, but are not limited to, HTML metadata tags, HTTP
response headers, robots.txt directives, Crawler exclusion protocols, and other
technical indicators.

11. Dataset Audit Rights

11.1. Where the Website Operator reasonably suspects that the Accessing Party
has made Unlicensed Access of the Website Content, the Website Operator may
require the Accessing Party to promptly disclose sufficient information and
documentation to enable the Website Operator to determine whether such
Unlicenced Access has occurred. Such disclosure obligations shall apply upon
written request and must be complied with fully, accurately, and without undue
delay. This Clause supplements Clause 4.7.

11.2. The information required to be disclosed may include, without limitation:
(a) complete training Datasets, Derived Datasets, or Datasets inventories; (b)
Dataset provenance records and acquisition logs; (c) data collection and
preprocessing pipelines; (d) model training logs, configuration files, and
training parameters; (e) model architecture documentation and system design
materials; and (f) representative model outputs, Embeddings, or other derived
artefacts as reasonably necessary, in readable format, to assess whether Website
Content has been used.

11.3. Where the Website Operator reasonably suspects that an Artificial
Intelligence System, Foundation Model or other Crawler has ingested Website
Content in breach of this Contract, the Website Operator reserves the right to
verify compliance with this Contract. The Website Operator may require the
Accessing Party to promptly disclose technical information, supporting
documentation, or explanations relating to the development, training,
validation, or operation of the Artificial Intelligence System as reasonably
necessary, in readable format, to assess whether Website Content has been used.
Failure to provide such information may be treated as evidence of Unlicensed
Access of Website Content, either directly or through third party Unlicensed
Access.

Contractual Enforcement

12. Debt Recovery – Online Money Claim/Small Claims Track

12.1. The Website Operator may from time to time seek to recover from the
Accessing Party any accumulated debt arising from Access Events as described in
Clause 4.2 after deduction for any Licenced Access pursuant to Clause 4.4.

12.2. The Website Operator may determine the number of Unlicenced Access Events
based on monitoring or technical logs including any information that may be
requested and provided pursuant to Clause 4.7 of this Contract. The Website
Operator’s reasonable determination of the number of Unlicenced Access events,
based on server logs, technical monitoring, watermark detection, provenance
signals, or other technical evidence, shall be presumed to be accurate unless
the Accessing Party demonstrates otherwise with clear and verifiable evidence.

12.3. Where multiple Unlicenced Access events give rise to multiple contractual
debts, the Website Operator may, at its discretion, aggregate those debts and
pursue them as a single claim. Where the aggregate value of debts claimed does
not exceed £10,000, the claim may be issued via the Money Claim Online (“MCOL”)
service and allocated to the small claims track pursuant to Civil Procedure
Rules (“CPR”) Part 27 and Practice Direction 7C. Where the aggregate value of
debts claimed exceeds £10,000, the Website Operator reserves the right to issue
proceedings in the County Court on the fast track or multi-track as appropriate,
or to bring successive claims in respect of distinct tranches of Unlicenced
Access events.

12.4. Prior to issuing any claim under this Clause 12, the Website Operator
shall, unless urgency or the risk of evidence destruction makes it
impracticable, send a Letter Before Claim to the Accessing Party setting out:
(a) the nature and basis of the claim; (b) the number of Unlicenced Access
events alleged; (c) the total debt claimed; and (d) a reasonable time, being not
less than 14 days from the date of the letter, within which the Accessing Party
may respond or settle the debt. The Website Operator reserves the right to
present any failure to respond (including any request for information pursuant
to Clause 4.7 of this Contract) or settle as evidence of unreasonable conduct
for the purposes of any costs application under CPR 27.14(2)(g).

12.5. Each contractual debt accrues interest from the date it falls due until
the date of payment, whether before or after judgment, at the rate of 8% per
annum or if applicable the rate under section 69 of the County Courts Act 1984
or for qualifying commercial debts, under the Late Payment of Commercial Debts
(Interest) Act 1998. The Website Operator reserves the right to claim such
interest in any proceedings issued under this Clause 12.

12.6. The Website Operator reserves the right to recover all court fees or where
applicable recoverable costs incurred in issuing and pursuing proceedings under
this Clause 12 in addition to the principal debt and interest. The Website
Operator further reserves the right to seek an order for costs against any party
that has behaved unreasonably in connection with a small claims track claim,
pursuant to CPR 27.14(2)(g), including but not limited to failure to respond to
a Letter Before Claim including any failure to provide the information requested
pursuant to Clause 4.7 of this Contract, failure to engage with pre-action
correspondence, or conduct that has unnecessarily increased the cost of the
proceedings.

12.7. Where judgment is obtained under this Clause 12, the Website Operator
reserves the right to enforce that judgment by any method available under
applicable law, including but not limited to: (a) a warrant of control; (b) a
third party debt order; (c) a charging order over property; (d) an attachment of
earnings order; and (e) registration of a County Court Judgment (“CCJ”). Where
the judgment debtor is located outside England and Wales, enforcement shall
proceed in accordance with applicable international conventions, bilateral
treaties, or such other available mechanisms as may apply. The Website Operator
further reserves the right to pursue injunctive relief and website-blocking
orders in parallel with debt recovery proceedings, as further provided in
Clauses 14 and 15 of this Contract.

12.8. In accordance with Clause 2.10 above, the Website Operator’s election to
pursue debt recovery under this Clause 12 does not constitute a waiver of any
right to seek injunctive relief, damages, an account of profits, or any other
remedy or cause of action under this Contract or at law.

Website Operator Enforcement Mechanisms

13. Enforcement and Remedies

13.1. Without prejudice to any other rights or remedies available to the Website
Operator, the Website Operator reserves the right, at its sole discretion, and
to the fullest extent permitted by applicable law, to pursue any and all
remedies available at law or in equity in connection with any breach of this
Contract or any Unlicenced Access to the Website Content.

13.2. The Website Operator shall have the exclusive right, at its sole
discretion and to the fullest extent permitted by applicable law, to determine
the nature, scope, timing, and manner of any enforcement action arising out of
or in connection with this Contract, including any actual, suspected, or
threatened Unlicensed Access to the Website Content or infringement of its
Intellectual Property Rights.

13.3. The enforcement mechanisms available to the Website Operator under this
Contract are intended to operate cumulatively and in parallel, and include,
without limitation, contractual, statutory, and equitable remedies, as well as
technical, operational, and intermediary-directed measures.

13.4. The Website Operator may take enforcement action directly against any
Accessing Party, as well as against any third party, intermediary, or downstream
participant involved in, facilitating, enabling, benefiting from, or otherwise
connected to any Unlicensed Access of the Website Content, whether such person
or entity is identified, identifiable, or anonymous.

13.4.1. The Website Operator expressly reserves the right to seek third-party
disclosure and information orders against any person or entity who is or may be
mixed up in, facilitating, enabling, or otherwise connected with any Unlicensed
Access, including but not limited to orders pursuant to the principles in
Norwich Pharmacal Co v Customs and Excise Commissioners [1974] AC 133, requiring
disclosure of the identity of wrongdoers or details of unlawful activity.

13.5. Enforcement measures may be initiated irrespective of whether proceedings
have been commenced, and may include pre-emptive, interim, or post-judgment
actions, including urgent or without-notice applications, where the Website
Operator reasonably considers such measures necessary to prevent, restrain,
investigate, mitigate, or remedy harm.

13.6. The Website Operator shall not be required to exhaust any remedy before
pursuing others, and no election of remedies shall be implied by the exercise of
any right or the taking of any enforcement action.

13.7. Such remedies may include, without limitation: (a) claims for damages,
losses, and other monetary relief; (b) restitution for unjust enrichment; (c) an
account of profits derived from the unauthorised use of Website Content; (d)
delivery-up, deletion, or destruction of infringing materials, Datasets, or
Derivative Datasets; and (e) the obtaining of blocking orders, takedown orders,
or other intermediary-directed measures requiring Internet service providers,
hosting providers, domain registrars, platform operators, or other
intermediaries to restrict, suspend, or disable Access to infringing systems,
services, domains, servers, or online locations.

13.8. The Website Operator may also seek orders requiring the preservation of
evidence, disclosure of relevant technical materials, or other compliance
measures necessary to investigate, prevent, or remedy any Unlicenced Access of
Website Content.

14. Injunctive Relief

14.1. Any Unlicensed Access of the Website Content and IPR causing, or
reasonably likely to cause harm to the Website Operator, shall entitle the
Website Operator to seek urgent injunctive relief without notice, pursuant to
Rule 25.8 of the CPR. The injunction may be sought under section 37 of the
Senior Courts Act 1981 or section 38 of the County Courts Act 1984, as well as
any other applicable law or procedure, including but not limited to an equitable
injunction (see Clause 5).

14.2. The Website Operator may seek any other such injunctive or interim relief
to restrain any actual, threatened, or apprehended Unlicenced Access of its
Website Content and IPR. Such interim relief can be obtained at any stage,
including before, during or independently of proceedings, and it may be
continued, intensified, or converted into a final injunction. The Website
Operator reserves the right to seek final injunctive relief immediately,
wherever the seriousness of the misconduct requires enduring restraints.

14.3. The relief sought may take any form recognised by the Courts of England
and Wales, including but not limited to:

14.3.1. Prohibitory injunctions, restraining the Unlicensed User from engaging
in any Unlicensed Access or any construction of Datasets, Derivative Datasets,
Foundation Models, Artificial Intelligence Systems Access involving the Website
Content and IPR;

14.3.2. Mandatory injunctions, requiring the Unlicensed User to take immediate
corrective action, including but not limited:

14.3.2.1. The destruction or secure deletion of model weights, checkpoints,
Embeddings, parameter files, or other machine learning artefacts derived from,
or incorporating Website Content;

14.3.2.2. The removal of any embedded representations of Website Content;

14.3.2.3. The retraining or reconstruction of affected Artificial Intelligence
Systems without the use of Website Content or any derivative representations
thereof; and

14.3.2.4. The suspensions of any Foundation Model and Artificial Intelligence
System, or their versions, built on or benefitting from the misused Website
Content.

14.3.3. Newcomer injunctions, binding any person and/or Accessing Party with
notice of the order, whether identified, unidentified, uninvolved, or not
previously engaged in the Unlicensed Access, and operating contra mundum to
restrain all present and future participants from engaging in any Unlicensed
Access.

and any other injunctive or ancillary order necessary to restrain, prevent, or
neutralise further harm.

15. Website-Blocking Order

15.1. Where the Accessing Party is responsible for the Unlicensed Access is
outside the Contract jurisdiction, cannot be identified, or operates through
anonymised or automated means, the Website Operator may seek a website‑blocking
order requiring Internet Service Providers (“ISPs”) to block Access by the
Unlicenced User to the websites, servers, domains, IP addresses, or other
technical locations being used to infringe its Intellectual Property Rights.
Such relief may be obtained pursuant to section 97A of the Copyright, Designs
and Patents Act 1988 and/or any other applicable law in England and Wales.

16. Foundation Model Contamination Doctrine

16.1. Any Artificial Intelligence System, Foundation Model, Dataset, Derivative
Dataset that is trained, fine-tuned, validated, benchmarked, or otherwise
developed using Website Content without the express prior written authorisation
of the Website Operator shall be deemed a “Contaminated Model”. For the
avoidance of doubt, any Unlicensed Access of Website Content constitutes
unauthorised use unless expressly licensed in writing by the Website Operator.

16.2. Where a Contaminated Model is identified or reasonably suspected, the
Website Operator reserves the right, without limitation and at its sole
discretion, to pursue any legal or equitable relief. This includes but is not
limited to:

16.2.1. Seeking court orders requiring the immediate deletion or destruction of
training Datasets, Derivative Datasets, Embeddings, model weights, checkpoints,
or other artefacts derived from Website Content;

16.2.2. The retraining of affected models without use of such content;

16.2.3. The removal of any embedded representations of Website Content; and

16.2.4. The suspension, withdrawal, or prohibition of deployment, distribution,
licensing, or commercial exploitation of the affected Artificial Intelligence
System.

17. Reverse Burden of Proof for AI Training Datasets

17.1. Where any identifiable watermark, provenance signal, metadata marker,
stylometric identifier, statistical token pattern, data label or other technical
indicator associated with Website Content appears within any Artificial
Intelligence System output, Dataset, Derivative Dataset, Embedding, or related
data artefact, a rebuttable presumption shall arise that Website Content has
been subject to Unlicensed Access.

17.2. In such circumstances, the Accessing Party shall bear the full burden of
demonstrating, with clear and verifiable documentary evidence, that Website
Content was not used in the: training, development, preprocessing, Dataset
construction, or operation of the relevant Artificial Intelligence System.

17.3. Such evidence may include, without limitation: complete training Dataset
records, Derivative Datasets, Dataset provenance documentation, Foundation Model
training records, preprocessing pipelines, training logs, model architecture
documentation, and other technical materials reasonably necessary, in readable
format, to verify the origin of the training data.

18. Equitable Tracing into AI Outputs

18.1. Where Unlicenced Access of the Website Content has occurred, the Website
Operator reserves the right, to the fullest extent permitted by applicable law,
to trace and identify any economic value, benefit, or advantage derived directly
or indirectly from such use into any Artificial Intelligence Systems, Derivative
Datasets, Datasets, Embeddings, software products, commercial services, or other
downstream systems developed, trained, deployed, or offered by the Unlicensed
User or Accessing Party.

18.2. Without limitation to any other rights or remedies available at law or in
equity, the Website Operator may seek appropriate relief including, but not
limited to: (a) disgorgement of profits or revenues attributable to the
unauthorised use of Website Content; (b) restitution of unjust enrichment
obtained through such use; (c) orders pursuant to the principles in Bankers
Trust Co v Shapira [1980] 1 WLR 1274, requiring disclosure of information
necessary to trace, identify, preserve, or recover assets, data, economic value,
or other benefits derived from the misuse of Website Content; (d) equitable
compensation for losses suffered by the Website Operator; and (e) any other
monetary or equitable relief necessary to prevent the continued retention or
exploitation of value derived from Website Content.

18.3. Such remedies may apply to any person, Accessing Party or entity that
develops, deploys, distributes, licenses, commercialises, uses, or otherwise
benefits from the relevant Artificial Intelligence System. Whether directly or
indirectly, to the extent that value derived from Website Content can reasonably
be traced into the Foundation Model, Artificial Intelligence System’s generated
outputs, Datasets, Derivative Datasets or services associated with that system.

19. AI Model Disgorgement and Destruction Orders

19.1. Where any Artificial Intelligence System, Foundation Model, Dataset, or
Derivative Dataset has been trained, fine-tuned, validated, benchmarked, or
otherwise developed using Website Content without the express prior written
authorisation of the Website Operator, the Website Operator reserves the right,
to the fullest extent permitted by applicable law and equity, including court
orders requiring one or more of the following remedial measures:

19.1.1. The deletion, destruction, or permanent removal of any training
Datasets, or Derivative Datasets containing Website Content;

19.1.2. The destruction or secure deletion of model weights, checkpoints,
Embeddings, parameter files, or other machine learning artefacts derived from,
or incorporating Website Content;

19.1.3. The retraining or reconstruction of affected Artificial Intelligence
Systems without the use of Website Content or any derivative representations
thereof;

19.1.4. The identification and removal of embedded representations, tokenised
fragments, memorised outputs, or other reproductions of Website Content
contained within the relevant Artificial Intelligence System;

19.1.5. The disgorgement of profits, revenues, licensing income, or other
financial benefits derived directly or indirectly from the operation,
distribution, or commercial exploitation of the affected Artificial Intelligence
System; and

19.1.6. The suspension, withdrawal, prohibition, or restriction of the
deployment, licensing, distribution, or commercial use of any Artificial
Intelligence System determined to incorporate or derive from Website Content.

20. Waiver

20.1. A waiver of any right or remedy under this Contract or at law is only
effective if given in writing by the Website Operator and shall not constitute a
waiver of any subsequent right or remedy.

20.2. A failure or delay by the Website Operator to exercise any right or remedy
(singly or partially) under this Contract or at law shall not operate as a
waiver of that or any other right or remedy, nor shall it prevent or restrict
any further exercise of that or any other right or remedy.

20.3. A waiver of a right or remedy in relation to one person, Accessing Party,
or entity, or the taking or omission of any action against that person,
Accessing Party, or entity, does not affect the Website Operator’s rights or
remedies in relation to any other person or entity.

21. Open Justice, Publicity and Transparency

21.1. All legal proceedings relating to any form of relief sought by the Website
Operator, including but not limited to the applications for Injunctive Relief
(Clause 14), Machine Readable Legal Restrictions (Clause 10), AI Model
Disgorgement and Destruction Orders (Clause 19), and any other legal or
equitable relief, may, in the Website Operators’ sole discretion, be conducted
in open court.

21.2. The Website Operator reserves the unrestricted and perpetual right, at its
sole discretion, to disclose, publish, report, or otherwise publicise the
existence, nature, claims, allegations, procedural status, and outcomes of any
such proceedings, enforcement actions, or disputes arising under or in
connection with this Contract.

22. Governing Law & Jurisdiction

22.1. This Contract shall be governed by the laws of England and Wales.

22.2. By Accessing the Website and Website Content, including but not limited to
any rendering or browsing of the Website in the UK, the Accessing Party
irrevocably agrees to these contract terms and consents to submit to the
exclusive jurisdiction of the Courts of England and Wales.

22.3. Any dispute arising in connection with this Contract shall be subject to
the jurisdiction of the courts of England and Wales unless otherwise required by
applicable law.

ANNEX A

In accordance with Clause 1 of this Contract the definitions and interpretation
are as set out in this Annex A.

“Access” means the act of use or retrieval, request, interaction with, or
connection to the Website or Website Content, including but not limited to: HTTP
or HTTPS requests; page loads; API calls; automated queries; crawling, scraping,
or indexing requests; and any other technical interaction resulting in the
delivery or processing of the Website or Website Content by any means from any
location, “Accessing” shall be construed accordingly.

“Access Event” means the 24 hour period post any instance of Access of the
Website or Website Content.

“Accessing Party” or “Accessing Parties” means the person or entity Accessing
the Website or Website Content, be they a Licenced User or Unlicenced User,
including any natural person, corporate entity, Artificial Intelligence System
and Crawler, whether acting directly or indirectly.

“Accessibility” means Non-Commercial Use by a Non-Commercial User of various
technological solutions, that may include Artificial Intelligence Systems, but
is limited to the assistive action of enabling a person to Access the unaltered
Website Content by means that they are able understand and interact with the
Website Content in a way that preserves the Website Operator’s direct
relationship with the user.

“Artificial Intelligence System” means any computational system that uses
machine learning or statistical training methods to learn generalisable patterns
from data in order to generate predictions, classifications, recommendations, or
synthetic content. This includes but is not limited to: (a) any developing
computational technology; (b) any amended types, extension or update of such
computational system; and (c) any identified technology arising under any
applicable treaty provisions or directives, as may be amended from time to time.

“Crawler” means any automated process including bots, Crawlers, spiders,
scraping tools, indexing agents, Artificial Intelligence System agents,
automated scripts, or software designed to Access, interact with, and ingest
digital resources with or without direct human interaction. For the avoidance of
doubt, the term includes but is not limited to Search Engine Crawlers, automated
agents used for scraping, Dataset construction, Artificial Intelligence System
training, competitive intelligence gathering, or bulk content harvesting.

“Dataset” means any organised or unorganised collection of data or content,
including associated metadata, labels, annotations, or documentation, that is
stored, curated, or maintained in a manner enabling its use for training,
testing, validation, benchmarking, operation, or improvement of computational,
Crawler, Artificial Intelligence Systems, or other such technologies.

“Derivative Dataset” means any Dataset derived, or including content directly,
or indirectly from Website Content.

“Embeddings” means numerical vector representations derived from text, images,
audio, or other digital materials.

“Foundation Model” means an Artificial Intelligence System model trained on
large Datasets capable of supporting multiple downstream applications.

“Google” means any and all person(s), third party, subsidiary, joint venture,
company, trust, foundation, partnership, controlled person, or legal entity
connected with Google LLC (3582691) and Alphabet Inc.

“Intellectual Property Rights” or “IPR” means all intellectual property rights
and analogous proprietary rights anywhere in the world, whether registered,
unregistered, registrable, or otherwise protected, including:

(a)patents, patent registrations and patent applications; rights in inventions
and discoveries, whether or not a patent application has been filed or a patent
granted; (b)copyright, including registrations and applications, in works of
authorship whether published or unpublished, including software, source code,
object code, and documentation; (c)trade marks whether registered or
unregistered, service marks, trade names, rights in get-up and trade dress,
domain names and equivalent online identifiers, business names, logos, slogans
and other designations used to distinguish goods or services, together with all
goodwill associated with them; the right to sue for passing off or unfair
competition; (d)registered and unregistered design rights; (e)database rights,
including sui generis rights in databases, data compilations, and structured
data collections; (f)rights to use and protect the confidentiality of
confidential information, including know-how, trade secrets, proprietary
technology, technical ideas and improvements (whether or not patentable),
processes, business methods, and other information deriving value from not being
publicly known; (g)moral rights, including rights of attribution and rights of
integrity, to the extent recognised and subsisting under applicable law; (h)all
applications for, and rights to apply for, register, renew, extend, restore, or
claim priority from, any of the rights referred to above; and (i)all other
rights of a similar or equivalent nature or having equivalent effect, whether
now existing or arising in the future in any jurisdiction.

“Licensed Access” means an Access Event that Accesses, interacts with, and
ingests the Website or Website Content in respect of which the Website Operator
has waived the Access Fee strictly in accordance with Clause 4 for avoidance of
doubt this includes: (a) Non-Commercial Use; and (b) Search Indexing.

“Licensed User” means the natural person, corporate entity (including any
relevant operator, developer, owner, controller, or other responsible party)
directing any Artificial Intelligence System, Crawler, or any identified
technology arising under any applicable treaty provisions or directives, as may
be amended from time to time, undertaking the Search Indexing.

“Non-Commercial Use” means the Access, interaction with, and ingestion of the
Website or Website Content by a Non-Commercial User for personal, non-commercial
use, for clarity this also includes use of assistive technologies for
Accessibility use. For the avoidance of doubt, this does not include free or
bundled software or any other technology that features Artificial Intelligence
Systems summaries or other functionality.

“Non-Commercial User” means the individual, company and programs using the
Website Content for a legitimate non-commercial use, including for personal, or
Accessibility purposes. This lies alongside the Website Terms and Conditions (or
any other terms under which the Website’s service is made available).

“Permitted Crawling Activity” means limited automated retrieval of publicly
Accessible Website Content by a Search Engine Crawler solely for discovery,
display and navigation for the purpose of Search Indexing, only where such
activity complies fully with the Contract, and qualifies for the conditional
waiver of the Access Fee under Clause 4.

“Search” means the operation of a publicly accessible Search service that
enables Non-Commercial Users to locate online resources made available by
websites for that purpose, by generating results consisting primarily of
unaltered links, titles, and limited unaltered original Website Content excerpts
that direct Non-Commercial Users to the original source location of the
referenced content.

“Search Engine Crawler” means a Crawler whose primary function is to discover,
retrieve, and temporarily store publicly accessible Website Content for the sole
purpose of enabling Search Indexing and the presentation of Search results that
direct Non-Commercial Users to the original source location of Website Content.
For the avoidance of doubt, Search Engine Crawlers engaging solely in Permitted
Crawling Activity shall not be treated as Unlicensed Use.

“Search Index” or “Search Indexing” means the means the retrieval and processing
of publicly accessible Website Content by a Search Engine Crawler as part of
Permitted Crawling Activity, to create and maintain a searchable index used to
generate ranking, and the presentation of results in Search that directs
Non-Commercial Users to the Website and the Website Content. This includes
internal technical processing of retrieved Website Content to enable indexing,
ranking, deduplication, spam detection, or Search result presentation. When
Search Indexing, the Accessing Party must not alter the Website Content, this
includes but is not limited to creating new titles, regenerating content or
generating summaries of the Website Content, and must instead present the
Website Content in its original unaltered form.

“Unlicensed Access” means any Access Event in respect to which the Access Fee is
payable; or any circumstances where the waiver of the Access Fee conditions are
not satisfied, or are breached which include but is not limited to: Access to,
retrieval of, interaction with, or use of the Website or Website Content that
falls outside the scope of Licensed Access or that breaches any technical
restriction, contractual limitation, or legal right reserved under this
Contract. For the avoidance of doubt, Unlicensed Access includes but is not
limited to: harvest, extract, download, reproduce, duplicate, copy, sell,
tokenize, annotate, label, resell, store, analyse, automatically extract data
for competitive analysis, or collect personal data, bulk data harvest, or
otherwise exploit the Website or Website Content for any commercial purpose.

“Unlicenced User” means the individual, company (including any relevant
operator, developer, owner, controller, or other responsible party) directing
any Artificial Intelligence System, Crawler or any identified technology arising
under any applicable treaty provisions or directives, as may be amended from
time to time, undertaking the Unlicensed Access, or ingesting information from
use Unlicensed Access

“Website” means the site, according to the URL, domain address, IP or associated
links and site operated by the Website Operator which this Contract is appended
to and made available for notification and communication.

“Website Content” means all IPR materials and text, images, audio-visual
material, structured data, metadata, layout elements, compilations, including
any: data, structure, arrangement, metadata, or underlying informational value
capable of extraction, whether or not directly visible to end users and any
other associated information.

“Website Terms and Conditions” means the terms which governs the Access to, and
use of the Website as set by the Website Operator.

“Website Operator” means the company, entity, organisation, or person
responsible for operating and controlling the Website.

Interpretation

1. References to clauses and Annex are to the clauses of and Annex to this
Contract.

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

3. The body of the Contract and its Annexes form the agreement, and shall have
effect as if set out in full in the body of this Contract. Any reference to
this Contract includes Annex A.

4. This Contract shall be binding on and ensure to the benefit of, the parties
to this Contract including the Website Operator, and their respective
successors, personal representatives and permitted assigns, and references to
a party shall include that party’s successors, personal representatives and
permitted assigns.

5. A person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality) and that person’s personal
representatives, successors and permitted assigns.

6. Reference to connect, connected or connection includes formal relationships,
any link between the referenced parts, including indirect or loose
associations, affiliation, control shared decision makers, contractual
relationships, or common business interests.

7. A reference to a Website Operator, entity or company includes any company,
corporation or other body corporate, wherever and however incorporated or
established. A reference to a holding company or a subsidiary means a holding
company or a subsidiary (as the case may be) as defined in section 1159 of
the CA 2006 and a company shall be treated, for the purposes only of the
membership requirement contained in sections 1159(1)(b) and (c), as a member
of another company even if its shares in that other company are registered in
the name of another person (or its nominee).

8. Unless expressly provided otherwise in this agreement, a reference to writing
or written excludes fax but not email.

9. Any words following the terms including, include, in particular, for example
or any similar expression shall be interpreted as illustrative and shall not
limit the sense of the words preceding those terms.

10. References to the Contract or a document in agreed form are to that document
in the form agreed by the parties by notice and action.

11. Unless expressly provided otherwise in this agreement, a reference to
legislation or a legislative provision:

a. is a reference to it as amended, extended or re-enacted from time to time
provided that, as between the parties, no such agreement, Contract or amendment,
extension or re-enactment made after the date of this Contract formation shall
apply for the purposes of this Contract to the extent that it would impose any
new or extended obligation, liability or restriction on, or otherwise adversely
affect the rights of, any party;

b. include all subordinate legislation made from time to time under that
legislation or legislative provision.