PaperRound T&Cs

Subscription Terms & Conditions for PaperRound Home News Delivery Service




This document contains the terms & conditions (the “Conditions”) under which PaperRound HND Service Limited, company number 05358546 of 141c High Street, Street, Somerset, BA16 0EX  (the “Company”) makes the PaperRound Home News Delivery Service (the “Service”), which is an online internet based database and accounts service for newspaper, magazine and other journal delivery management, available to subscribers.
The Service allows a newsagent business which subscribes for the Service (a “Subscriber” or “you”) to store and manage details of its customers (each a “Customer”) in an online internet database and use this data in connection with the ordering and delivery of newspapers, magazines and journals from the date of the Subscriber’s subscription until termination of the Subscriber’s subscription for any reason. 

Details of the Service and its features and pricing for the various subscription options for different versions (currently Counter News, Lite, Standard and Professional) are set out at the Company’s website at

A Subscriber’s registration to use the Service by completing the online form, the Company’s acceptance of it with the issue of login details to the Subscriber will, together with these Conditions, form the agreement (the “Agreement”) between the Company and the Subscriber for the use of the version and subscription package for the Service detailed in your registration form.

Please read this document carefully before agreeing to these terms and conditions by clicking the “I Accept” button and using this web based service.

By clicking the "I Accept" button and using the Service you are agreeing to observe these Conditions.

If you do not accept these Conditions, please do not click the “I Accept” button, or use this Service.

Your attention is drawn in particular to the provisions of Condition 8 below which details the limits on the Company’s liability to you in respect of your subscription to, and use of, the Service.

Your subscription for and/or use of the Service (whether on a subscription or trial basis) shall constitute your agreement to and acceptance of these Conditions.
1.         Subscription to the Service

1.1       Details of the version of the Service for which you have subscribed will be as set out in your registration form.  You may upgrade to a different version of the Service at any time, but you may not downgrade.

1.2       If you register for a trial and the Company gives you access to the trial version of the Service for a trial period, you are subject to these Conditions (other than those relating to payment in the trial period) as if you had subscribed for the Service.

2.         Licence to use the Service

2.1       The Agreement between you and the Company gives you access to the Service for its use by you and your nominated staff members during the period of your subscription to the Service.  You must ensure that your nominated staff comply with these Conditions and your security policies about access to and use of the Service. 

2.2       It is your responsibility to satisfy yourself that the version of the Service for which you have subscribed will meet your particular needs.

2.3       Your subscription to the Service will comprise the right to use one or more of the following features of the Service (depending upon the version of the Service that you have subscribed for):

2.3.1      to store data relating to your Customers on the Company’s database;

2.3.2      to allow you and your nominated staff members to use the Company’s database and accounts system for online viewing of your Customer’s accounts;

2.3.3      to print and distribute by post or email invoices to your Customers;

2.3.4      to view and print reports generated by the Service;

2.3.5      to create and print paper round delivery lists;

2.3.6      to allow your Customers to manage their own accounts online using a web browser; and

2.3.7      to use the mobile delivery app on an Android or Apple smartphone or similar device.

2.4       The Company is the owner or licensee of the copyright, database rights and other intellectual property rights relating to the Service including, without limitation, the structure of the database and data generated by the Service and any other software forming part of the Service and the user instructions.

2.5       Due to the Company’s policy of updating and improving the Service, the Company may in future change these Conditions.  When any Conditions are changed the Company will notify you by post and/or e-mail such notice being effective 5 days after notification of changes being posting or being e-mailed to you, as the case may be.  If you use the Service after that time, you are agreeing to be bound by the changed version of the Conditions.  If you do not wish to accept the changes to the Conditions, you should notify the Company within that 5 day period and the changes will not be effective unless and until your subscription is renewed at the end of the then-current Subscription Period as referred to in Condition 3 below. 

3.         Length of Subscription or Trial Period

3.1       Each subscription is for a rolling monthly basis but is subject to termination by either party by one month’s notice to the other

3.2       If the Company allows you access to a trial version of the Service for a trial period, your right to use the Service will cease automatically at the end of the trial period but may also be terminated at any time by the Company at its discretion.

4.         Your Responsibilities

4.1       You agree for yourself and on behalf of your nominated staff members that the Service will not be used other than as permitted by these Conditions.

4.2       You and each of your nominated staff members must keep your login details secure and confidential so that no other person can gain access to your account and use the Service.  It is your responsibility to ensure that you and your nominated staff members:

4.2.1      adopt, maintain and comply with security standards which are in accordance with the example security standards policy which the Company provides to you (as updated from time to time); and

4.2.2      keep your computer equipment and systems up to date and secure and regularly updated with the latest software updates and anti-virus software.

4.3       You agree to notify the Company promptly if you suspect that any unauthorised person has access to your login details and/or has accessed the Service unlawfully or without your consent.

4.4       The Company reserves the right to suspend or terminate your use of the Service if, in the Company’s reasonable opinion, these Conditions have been breached or there is a risk that Customer data has been or may be accessed unlawfully.

5.         Permitted Use of the Service

5.1       In order to use the Service, you agree that you have obtained (and for new Customers will obtain) their express consent to use of their data by you in the Company’s database for the purposes of the Service and for the purposes detailed in Condition 10.4 below.  It is your responsibility to ensure that your Customers are made aware of their rights in relation to the processing of their personal data.

5.2       During the duration of the Subscription Period, you are permitted to:

5.2.1      allow the Service to be used by your nominated staff members in your own retail outlets;

5.2.2      subject to you having obtained consent from your Customers as referred to in Condition 5.1 above, input your Customer data into the database comprising part of the Service;

5.2.3      provided that you have subscribed to the relevant version of the Service including this feature, to generate invoices to Customers in either printed or electronic form and submit them electronically to Customers and to prepare check lists on a selective basis, including data received from you (or data generated from your data), in relation to your own Customers only.

5.3       There are limits on your rights to use the Service and, accordingly, you are not permitted to do any of the following without the Company’s prior written agreement:

5.3.1      lend, copy or allow person (other than your nominated staff members) to have access to or use your login information for the Service (or any part of the Service) or lend, copy or allow any third party to have access to the user instructions for the Service;

5.3.2      transfer your subscription to the Service (or any part to it) or any user licence to any third party or sub-licence your rights to use the Service (or any part of it) to any third party;

5.3.3      use the Service as a sub contractor for any other delivery service or otherwise use the Service other than in relation to your own Customers; or

5.3.4      erase, remove or deface any trademark, copyright or database right notice appearing within any image or document produced within or as part of the Service or any user instructions relating to it.

5.4       The Company reserves the right to have access to and inspect your premises during normal business hours to ensure that you are complying with the terms of this Condition 5 and you shall give all reasonable assistance with such access and inspection.

6.         Payment

6.1       The subscription price for the Service will depend upon the version of the Service for which you subscribe and the number of Customers for which you are permitted to use the Service.  Details of subscription prices are set out at the Company’s website at (as updated from time to time).  Prices are updated from time to time and you will be notified of any changes with a minimum of one month’s notice.

6.2       All prices are exclusive of VAT which shall, where applicable, be payable in addition at the rate prevailing from time to time as stated in the Company’s invoice.

6.3       Unless otherwise agreed by the Company in writing, payment for a subscription to a version of the Service for the relevant number of Customers for a Subscription Period must be made by direct debit.  The company will invoice you on the first working day of the month for deliveries completed during the previous month and payment will be taken from your account on the 15th day of each month or shortly thereafter if the 15th day of the month is not a working day.    

6.4       The Counter News version of the service is free up to a maximum of 30 customers whose details you include in the database.  For more than 30 customers it will become a charged service that will be collected by monthly Direct Debit as covered in 6.1, 6.2 and 6.3.

6.5       If payment is not paid by direct debit as explained in 6.3, then a surcharge of £30 will be applied for late payment of the first missed direct debit, and a surcharge of £150 will be applied for late payment for any future missed payments

6.5.1    If payment is not made as explained in 6.3, then access to the system will be immediately removed until such payment is made in full

6.6       Payment of any invoice shall become automatically due immediately on the commencement of any act or proceedings in which the Customer’s solvency is involved.

6.7       All sums due to the Company for the subscription price shall be paid in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).  The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Subscriber against any amount payable by the Company to the Subscriber.

7.         Termination and Renewal

7.1       Your rights to use the Service will terminate immediately in any of the following events:

7.1.1    if you use the Service for a trial period, when the trial period comes to an end or is terminated by the Company, unless you then subscribe for the Service (or a version of it);

7.1.2    if either you or the Company give notice pursuant to Condition 3.1 or either party gives a month’s notice to terminate the Subscriber’s subscription; or

7.1.3    if you are in breach of these Conditions (including failure to make any payment for the Service as referred to in Condition 6 (Payment) and, if the breach is capable of remedy, fail to rectify that breach within 7 days of the Company giving written notice to you requiring you to remedy the breach; or

7.1.4    if the Subscriber (being a company) is involved in any legal proceedings concerning its solvency, ceases trading or enters into liquidation, whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or anything analogous to any such event occurs; or

7.1.5    if the Subscriber (being an individual or partnership) is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply or is the subject of a bankruptcy petition (which is not dismissed within 28 days) or is subject to an order for bankruptcy or makes an arrangement with his or the partnerships’ creditors or anything analogous to any such event occurs in relation to the individual or partnership occurs in any applicable jurisdiction; or
7.1.6    the Company reasonably believes that any of the events referred to in Condition 7.1.4 or 7.1.5 is likely to occur.

7.2       If your subscription is terminated for any the reasons referred to in Conditions 7.1 you will not be entitled to any refund for the unexpired term of any Subscription Period and shall be liable to the Company for the balance of any charges payable for the remainder of the Subscription Period.

7.3       Upon termination or expiry of your right to use the Service in accordance with these Conditions for any reason, you acknowledge that further access to the Service will be withdrawn by the Company and that you may make no further use of the Service, except as otherwise agreed in writing by the Company.

7.4       Upon termination or expiry of your Subscription Period to the Service for any reason, you will be able to download a copy of your Customer data, but the Company will retain a copy of your Customer data generated within the database forming part of the Service within the Subscription Period for a period of 7 years from the termination of your subscription.  This will be anonymised after 6 months.  This is so that this data can be accessed by us on behalf of your business in connection with any queries relating to your subscription and use of the Services and any queries relating to the accounting or taxation of your business.

7.5       If, for whatever reason, the Customer has ceased delivering, the service retains the right to share information with industry partners.

8.         Warranties, Limitations and Liability

8.1       The Company warrants that it is the owner or licensee of all copyright, database rights and other intellectual property rights in the Service and its component parts. 

8.2       Any links from the Company’s website to other internet sites are provided for convenience only and the Company accepts no responsibility for the content, availability or usability of any such site.

8.3       The Company will use reasonable skill and care in making the Service available to you so that the version of the Service for which you have subscribed provides the features for that version of the Service as described in the Company’s website at  However, in view of the nature of the internet and the possibility of electronic malfunction, disruption to internet or Wi-Fi connectivity and other interruptions to the delivery of the Service over the internet, the Company cannot guarantee or warrant the reliability of the Service or that it will be error free.

8.4       Furthermore, the Company does not give any warranty:

8.4.1      as to performance of the Service other than as set out in these Conditions;

8.4.2      that the Service will operate with any hardware, software or operating systems other than as set out in the user instructions; or

8.4.3      that the Service and version of it selected by you will be suitable for your business and meet your specific requirements, since the Service is provided to you on an “as is” basis and has not been designed to your individual business requirements.

8.5       The Service can only be accessed and used as intended with all the relevant functionality for that version, if you maintain the minimum requirements for the hardware, operating system and software configuration as specified by the Company from time to time; it is your responsibility to ensure that you maintain the hardware, operating system and software so as to meet those minimum requirements at all times. 

8.6       Whilst it is the Company’s policy to carry out virus checks and have appropriate anti-virus software installed and updated at all times, the Company does not warrant that the Service or the Company’s website is error free or free from infection by viruses, worms and Trojan horses or other malware which has contaminating or destructive properties.  You should ensure that at all times you have up to date anti-virus software on your own computer equipment and that this is regularly updated.

8.7       You are solely responsible for, and the Company shall have no liability to you in respect of the following:

8.7.1      obtaining consent from your Customers for the use of their data as provided in these Conditions, the updating or deletion of any Customer data (if you are requested to do this by the Customer) and ensuring that the use of any data in the Company’s database does not infringe the rights of any Customer or any third party;

8.7.2         the use made by you or by your nominated staff members of all or any part of the Service;

8.7.3         ensuring the accuracy and completeness of any data entered into the Company’s database by you or the staff members nominated by you to use the Service (and you accept that the accuracy of any invoices and reports generated by the Service is entirely dependent on you and your nominated staff members entering this accurately and keeping it regularly updated);

8.7.4      your failure to maintain appropriate security measures in place as referred to in Condition 4.2.1 (Security Standards) and Condition 10 (Data Protection) or the failure by you to maintain the confidentiality of your login details for the Service and all activity on your account;

8.7.5      ensuring your use of the Service does not breach any applicable local, national or international laws or other regulations including, without limitation, the Data Protection Legislation (as defined in Condition 10).

8.8       You agree to hold the Company harmless and keep the Company fully indemnified against any loss, damage, liabilities, claims and expenses (including any legal or other professional costs) made by any Customer or any third parties against you and/or the Company arising from any use of the Service or any account information or other data (including Customer Data) you transmit to the Company.

8.9       By accepting these Conditions and using the Service, you agree that the following provisions will apply in relation to the Company’s liability in respect of the Service its use by you:

8.9.1      nothing in these Conditions is intended to exclude or limit in any way either party’s liability to the other for death or personal injury caused by it or its employees’ negligence, for fraud or fraudulent misrepresentation or any other matter in respect of which it would be unlawful for that party to exclude or limit its liability;

8.9.2      subject to Condition 8.9.1, the Company shall not in any circumstances be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of business, loss of reputation or goodwill, any inaccuracy in or failure to update, or any loss of, or corruption of data or information, any loss or liability under, or in relation to, any other contract or any special, indirect, incidental or consequential loss or damages;

8.9.3    any delay or inability for you or your nominated staff members in being able to access or use the Service for whatever reason, including any electronic malfunction or any failure or disruption of, interruption to or other unavailability of access to the Service whether due to a Force Majeure Event (as defined in Condition 12 below) or otherwise;

8.9.4    your use of or inability to use the Service because any hardware, operating system or software used by you does not comply with the relevant specifications or has not been regularly updated or maintained, your failure to use or update appropriate anti-virus software on the hardware and systems you use to access the Service or for any errors or deficiencies in the data you input into the database, for any failure to update your Customer data or for any damage to or corruption of your data, whether caused by negligence or otherwise;

8.9.5    subject to Conditions 8.9.1, 8.9.2, 8.9.3 and 8.9.4 the Company's aggregate liability in contract, tort (including negligence), breach of statutory duty or otherwise, however arising, shall in respect of all claims arising under the Agreement shall in no event exceed the total subscription amounts paid by you for the use of the Service in the current Subscription Period.

8.10     The express terms set out in these Conditions are in lieu of all express or implied conditions, warranties and obligations implied by statute, common law or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

9.         Confidentiality

9.1       Each party agrees to keep all information which is confidential in nature relating to the other party, its business, clients and customers, products and suppliers (“Confidential Information”) secure and confidential and to apply to the same security measures and degree of care to it as it does in relation to its own confidential information of similar sensitivity.  Confidential Information shall only be used by a party for the purpose of exercising or performing its rights and obligations under the Agreement as set out in these Conditions.  Confidential Information shall not be disclosed in whole or in part to any third party, except as expressly permitted by this Condition 9.1 or Condition 10 (Data Protection). 

9.2       A party may disclose the other party's Confidential Information to those of its employees, nominated staff members and professional advisers who need to know the same in connection with the Agreement, provided that it makes them aware of these confidentiality obligations accepts responsibility for compliance by such person with this Condition 9 and, in the case of personal data, Condition 10.

9.3       Either party may disclose Confidential Information of the other party to the extent it is required to do so by law, provided that it gives the other party as much notice of such disclosure as possible and co-operates with it with a view to minimizing the required disclosure.

9.4       The provisions of this Condition 9 shall not apply to any Confidential Information that:

9.4.1      is or becomes generally available to the public (other than as a result of the breach of this Agreement); or

9.4.2    the parties agree in writing is not confidential or may be disclosed.

9.5       The parties agree that in respect of personal data included as part of any Confidential Information the provisions of Condition 10 (Data Protection) shall apply.

10.       Data Protection

10.1     For the purpose of the Agreement, “Data Protection Legislation” means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and any successor legislation or the Data Protection Act 1998.  Terms defined in the Data Protection Legislation such as “processing”, “data subject”, “data controller” and “data processor” shall have the same meaning in the Agreement, unless the context requires otherwise.

10.2     Each party shall ensure that it complies with all applicable requirements of the Data Protection Legislation relating to the processing of personal data of Customers.  The parties acknowledge that for the purposes of the Data Protection Legislation, the Subscriber is the data controller and the Company is the data processor (as such terms are defined in the Data Protection Legislation) and the Company will act on the Subscriber’s written instructions as regards the Subscriber’s data and that of its Customers and will keep a record of any processing of data carried out in the provision of the Service.  The Subscriber is responsible for updating or deleting any data relating to an individual Customer in the Company’s database, if requested to do so by the Customer. 

10.3     Each of the Subscriber and the Company agrees to ensure that it has in place appropriate technical and organisational measures to protect its equipment and the database forming part of the Service against unauthorised or unlawful access to or the processing of Customer Data and against accidental loss or destruction of, or damage to, Customers’ personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any such measures.

10.4     It is the Subscriber’s responsibility to ensure that it has obtained all necessary appropriate consents to enable your Customers’ personal data to be used in the Company’s database as part of the Service for the following purposes:

10.4.1    so that the Service can be provided to you so that you can use it in connection with the delivery of magazines, newspapers and journals to your Customers;

10.4.2    to enable the Company to maintain and develop the Service and the database which forms part of it;

10.4.3    to enable the Company to provide training and support to you as a subscriber to the Service;

10.4.4    with your prior written consent, to share statistical data, titles and postcodes with newspaper and magazine publishers;

10.4.5    with your prior written consent, to share data (numbers of each title and details of postcodes) with the relevant wholesaler to produce delivery notes for the delivery of the correct number of copies of a title to you;

10.4.6    with the prior written consent of the relevant Subscriber, the sharing of data (number of each title and postcodes with a wholesaler to allow it to produce delivery notes and deliver the correct number of copies of a title to a Subscriber;

10.4.7    on your written instructions, share details of your Customers with a potential purchaser of your business (either in the form of a customer list or on an anonymised basis as instructed by you);

10.4.8    to use and sell anonymised Customer data for research and statistical, marketing and product development purposes, on the basis that the person and source of such information cannot be linked to a specific individual, newsagent or outlet, unless prior written agreement has been obtained from all the relevant parties;

10.4.9    so that the Company can share the data with third parties (including, Amazon S3 in the EU for hosting, and Paypoint plc and The Retail Data Partnership Limited for first line support who need to have access to the same in connection with the Service on terms which are substantially similar to those set out in Condition 9 and this Condition 10, provided that the Company shall remain responsible for the actions of those third parties.

10.5     As described in Condition 10.4.9, the Company uses certain sub-contractors to process data on its behalf as part of the Service which contain obligations similar to those set out in these Conditions in respect of Confidentiality and compliance with the Data Protection Legislation.  Your application to use the Service will be taken as your written consent to the Company’s use of these sub-contractors.  We will notify you if we make any change to the sub-contractors the Company uses as a change of Conditions as described in Condition 2.4 and, if you do not agree to the change you should notify the Company within 5 days and we will terminate your subscription to the Service immediately.

10.6     The Company agrees to assist the Subscriber, at the Subscriber’s cost, in responding to any request from a data subject (as defined by the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation.  The Company agrees to notify the Subscriber promptly if any personal data is lost, destroyed, damaged or corrupted or if it receives any complaint which relates to the processing of the Subscriber or its Customer’s personal data or either party’s compliance with the Data Protection Legislation.

10.7     Each of the Company and the Subscriber shall maintain accurate records so that it can demonstrate its compliance with the provisions of this Condition 10.

10.8      Unless instructed otherwise in writing by you, on termination of the Agreement, the Company will retain Customer Data for 7 years (anonymised after 6 months) as provided in Condition 7.7 above. 

11.       Support

11.1     The Company’s technical support staff, who can be contacted by email on or by phone using the telephone number on the Company’s website from time to time, will endeavour to answer by email or telephone any queries that you may have regarding the use of the Service during the Subscription Period.

11.2     Such support shall not include the diagnosis and rectification of any fault resulting from:

11.2.1    the improper use or neglect of your hardware, operating system or software or failure to update the same or to use any anti-virus software and update this regularly;

11.2.2    the failure by you or those authorised by you to use the Service to implement updates or new versions or recommendations in respect of or solutions to faults previously advised by the Company to you; or

11.2.3    the use of the Service for any purpose for which it was not designed.

11.3     If the Company does provide any support in the circumstances referred to in Conditions 11.2 above, any support that the Company does provide will be charged separately to the Subscriber at the Company’s then current rates for support at the time the support is provided, together with VAT (if applicable).

12.       Force Majeure

12.1     The Company will not be considered in default or liable under this Agreement if it fails to perform any of its duties as a result of any act of God, act of government or state, civil commotion, embargo, epidemic, fire, flood, insurrection, war, disablement or interruption to the telecommunications network or any other reason beyond the Company’s control (a “Force Majeure Event”).

12.2     If the Company is affected by a Force Majeure Event, the Company will use reasonable endeavours to overcome such event so that the Service can be provided to you as soon as reasonably practicable. 

12.3     If the Company if is prevented from providing the Services due to a Force Majeure Event, for a period Force Majeure Event which continues for a consecutive period of 4 weeks or more, either the Company or you may give notice in writing to the other to terminate this Agreement.

13.       Notices and Communications

13.1      Any notice or other communications between the parties about the Agreement shall be in writing and delivered by hand, sent by pre-paid first class post or sent by e-mail to the address of the other party as set out in these Conditions or, in the case of the Subscriber, its registration form or such other address or email address as is notified to the other party in writing for this purpose.

13.2     Communications and notices shall be deemed to have been received:

13.2.1    if sent by pre-paid first class post, two working days after posting (exclusive of the day of posting); or

13.2.2    if delivered by hand, on the day of delivery; or

13.2.3    if sent by e-mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day, unless the sender receives notification that the relevant email has not been delivered.

13.3     The provisions of this Condition 13 shall not apply to the service of any proceedings or other documents in any legal action.
14.       General

14.1     Your application form referencing the Service for which you wish to subscribe, our acceptance of your application and these Conditions, together form the entire agreement between the Company and you relating to its subject matter and you acknowledge that you have not relied on any oral or written representations made to you that does not form part of the Agreement.  The Agreement supersedes all prior agreements and arrangements (whether written or oral) between the parties in relation to its subject matter.

14.2     Any variation of the Agreement (except for any variations arising out of Conditions 2.4) shall be binding only if it is in writing and signed by you and the Company.

14.3     If any provision or part provision of the Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such provision or part provision shall, to the extent required, be deemed to be deleted but this shall not affect the validity of the remaining provisions of the Agreement which shall remain in full force and effect.

14.4     No failure or delay by either party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 

14.5     You may not assign, sub-license or otherwise transfer your rights or obligations under the Agreement, without the Company’s prior written consent.  The Company may engage sub-contractors to assist it with the provision of the Service, but the Company shall remain responsible to the Customer for its obligations under the Agreement.

14.6     Except to the extent set out in the Agreement, a person who is not a party to the Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.7     The parties agree that they will work together in good faith to resolve any dispute arising in relation to the Service and the Agreement.  If a dispute cannot be settled by negotiation, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution’s model mediation procedure then in force before resorting to any other remedies.

14.8     The Agreement between you and the Company shall be governed by the laws of England and Wales and, subject to the provisions of Condition 14.7 (Disputes), the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.