Terms and Conditions

Last revision date: 24 May 2023

These general terms and conditions of use of Moralbox and sale of software as a service (Terms) together with any specific Commercial Terms (as defined below) which Moralbox has emailed to you, set out the terms of Moralbox’s agreement with you (Agreement). 

 

The Agreement with you explains our responsibilities as your service provider and your responsibilities as our Customer and the terms of use of the Website (as defined below). 

 

The Agreement is binding on the Customer and the Authorised Users (as defined below) of the Service. 

 

You should print a copy of these Terms or save them to your computer for future reference. 

 

We may amend these Terms from time to time. Please check the Website from time to time to take notice of any changes that may be made, as they are binding on you. 

 

DEFINITIONS AND INTERPRETATION 

 

The clause headings do not affect the interpretation of these Terms. In these Terms the following words and expressions shall have the following meanings: 

 

Agreement means a Customer’s agreement with Moralbox as set out in these Terms and in any Commercial Terms emailed separately to the Customer by Moralbox. For customers than opt to pay by debit/credit card directly in the Moralbox web application, the Commercial Terms are set out on the subscription page indicating annual/monthly billing period along with the associated cost billing period cost.

 

 

Authorised User means any person who is authorised by the Customer to access the Website.

 

Moralbox means Moral Box Limited, a company incorporated in England and Wales with Company number 08642375 whose registered office is at Hope Street Xchange, Sunderland SR1 3QD. 

 

Moralbox Website means www.moralbox.com or any other website operated by Moralbox through which Moralbox’s products and services are marketed. 

 

Individual means any person not acting on behalf of an organisation and is acting on behalf of themselves.

 

Organisation means any person acting on behalf of an employer and the employer organisation.

 

Partner means any person acting on behalf of a training provider and the training provider organisation.

 

Customer means any Individual, Organisation or Partner as described above.

 

Commercial Terms means those terms and conditions, emailed separately to the Customer by Moralbox, providing details which include but are not limited to, the Service Fee and the number of Authorised Users associated with the Customer’s use of the Service. 

 

Confidential Information means all confidential information (whether oral or written) acquired by a party whether before or after the date of the Agreement and which relates to the affairs or business of the other party or its products, operations or know-how. 

 

Data means the data inputted to the Website either by the Customer, or Moralbox on the Customer’s behalf for the purpose of using the Service or facilitating the Customer’s use of the Service. 

 

DPA means the Data Protection Act 1998. 

 

Intellectual Property Rights are all inventions (whether patentable or not), design rights, databases, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names, all patents, utility models, registered designs registered copyrights, registered trade and service marks, domain names and applications for registration rights relating to know-how, trade secrets and confidential information in any form and any rights or forms of protection of a similar nature anywhere in the world. 

 

Service means any and all Moralbox services provided to the Customer via the Website or any other website notified to the Customer by Moralbox from time to time, and the associated support provided by Moralbox. 

 

Service Fee means all subscription and other types of fees (excluding any taxes and duties) payable by the Customer to Moralbox under the terms of the Agreement. 

 

Software means the online software applications provided by Moralbox for use by the Customer as part of the Service. 

 

Subscriptions means the subscriptions purchased by the Customer which entitle a given number of Authorised Users to simultaneously access and use the Service in accordance with the Agreement. 

 

Virus is any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 

 

Website(s) means the internet site(s) at the domain app.moralbox.com or any other website operated by Moralbox through which the Service is provided to Customers. 

 

1. The Customer’s access to and use of the Website is subject exclusively to these Terms. The Customer will not use the Website for any purpose that is unlawful or that is prohibited by these Terms.

 

2. By using the Website, the Customer agrees to the Terms that relate to Website use. By entering into the Agreement the Customer agrees to the Terms. If the Customer does not accept any of the Terms, then they must immediately stop using the Service, the Software and the Website.

 

3. Moralbox will improve the Service from time to time and changes made may necessitate a change to the Agreement. Moralbox reserves the right to change the Agreement at any time, with any new terms taking effect as soon as they are posted on the Website. While Moralbox will take steps to communicate changes via email or notification via the Website, it is the Customer’s responsibility to read and understand the most recent terms as set out on the Website.

 

4. By registering with the Service, each Customer agrees that they have read and understand the current Terms. You confirm that you have authority to bind any business on whose behalf you order the Service and use the Website.

 

User Subscriptions 

 

5. Moralbox grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Service during the Term solely for the Customer’s internal business or personal operations.

 

Authorised Users 

 

6. There is no maximum number of Authorised Users that the Customer may authorise to access and use the Service. The Customer shall permit Moralbox on reasonable prior notice to audit the Service.

 

How the Agreement is formed between Moralbox and the Customer 

 

7. When the Customer completes the ‘sign up’ form and clicks or taps the ‘Create my free Account’ and every time the Customer logs into the Website they accept this Agreement.

 

Using the Service 

 

8. The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that:

a)      is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

b)      facilitates illegal activity;

c)       depicts sexually explicit images;

d)      promotes unlawful violence;

e)      is discriminatory based on age, race, sex, sexual orientation, gender reassignment, religion or belief, marriage and civil partnership, pregnancy and maternity, disability or;

f)        in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Moralbox reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 8. 

 

9. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Moralbox.

 

10. The rights provided under these Terms are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company or related party of the Customer.

 

11. It is the Customer’s sole responsibility to determine that the Service meets their specific needs and that the Service provided by Moralbox is suitable for the purposes for which the Customer intends to use them.

 

12. Moralbox grants the Customer the right to access and use the Service via the Website for the Authorised User(s) set out in the Agreement with the Customer. This right is non-exclusive, non-transferable, and is limited by and subject to these Terms.

 

13. The Customer acknowledges and agrees that:

a)      the Customer is responsible for the Authorised Users and any other person or entity given permission to access the Service or the Data as a result of the Agreement and the Customer agrees that Moralbox is not obliged to provide any person or entity with access to any information or Data without the Customer’s written authorisation and that Moralbox has the right to refer any requests for information which is has received to the Customer.

b)      the Customer is responsible for deciding who is an Authorised User and what level of access to the Service that Authorised User has;

c)       the Customer is responsible for their Authorised Users’ use of the Service;

d)      the Customer controls their Authorised Users’ level of access to the Service at all times and can change or revoke any Authorised User’s access, or change the level of access, for any reason and at any time.

e)      If there is any dispute between the Customer and an Authorised User in relation to access to the Service, the Customer shall decide what access to the Service that Authorised User shall continue to have.

 

Billing and Costs 

 

14. The Customer shall pay the Service Fees to Moralbox in accordance with these Terms and Commercial Terms.
15. The Customer shall provide valid, up-to-date and complete contact and billing details.
16. The Customer authorises Moralbox to bill the Service Fees by card payment or an alternative payment method agreed between Moralbox and the Customer on the date agreed then annually or monthly in advance as specified in the Commercial Terms.
17. All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to Moralbox’s invoice(s) at the appropriate rate.
18. If a Customer fails to pay when due any amount payable by it under the terms of the Agreement with Moralbox, Moralbox may, without liability to the Customer, disable the Customer’s password(s), account and access to all or part of the Service and Moralbox shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid;
19. Moralbox shall be entitled to increase the Service Fees upon 30 days’ prior notice to the Customer and the Commercial Terms shall be deemed to have been amended accordingly.

 

Use of and Changes to the Website 

 

20. Please note that any of the content on the Moralbox Website and the Website(s) may be out of date at any given time, and Moralbox is under no obligation to update it.
21. Moralbox does not guarantee that the Moralbox Website or the Website(s), or any content on them, will always be available or be uninterrupted. Access to the Moralbox Website or the Website(s) is permitted on a temporary basis. Moralbox may suspend, withdraw, discontinue or change all or any part of the Moralbox Website and, or the Website(s) without notice. Subject to clauses 52 through 55 (Liability) Moralbox will not be liable to the Customer if for any reason the Moralbox Website or the Website(s) or any of them are unavailable at any time or for any period.
22. The Customer is responsible for making all arrangements necessary for it to have access to the Moralbox Website and the Website(s).
23. The Customer is also responsible for ensuring that all persons who access the Moralbox Website and, or the Website(s) through its internet connection are aware of these Terms and that they comply with them.
24. The Website is directed to people residing in the United Kingdom. We do not represent that content available on or through the Moralbox Website and, or the Website(s) are appropriate or available in other locations. We may limit the availability of the Moralbox Website and, or the Website(s) or any service or product described on the Moralbox Website and, or the Website(s) to any person or geographic area at any time. If you choose to access the Moralbox Website or the Website(s) from outside the United Kingdom, you do so at your own risk.
25. Moralbox is the owner or the licensee of all Intellectual Property Rights in the Moralbox Website and the Website(s), and in the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
26. Moralbox status (and that of any identified contributors) as the authors of content on the Moralbox Website and, or the Website(s) must always be acknowledged.
27. Moralbox reserves the right to:

a)       Change or remove (temporarily or permanently) the Moralbox Website or any part of it, or the Websites or any part of them without notice and the Customer confirms that subject to clauses 58 through 61 (Liability) Moralbox shall not be liable to the Customer for any such change or removal;

b)      Change any of these Terms that relate to the Moralbox Website and, or the Website(s) at any time, and the Customer’s continued use of the Moralbox Website or the relevant Website following any changes shall be deemed to be the Customer’s acceptance of such change.

 

Links to Third Party Websites

 

28. The Website, the Service and or the Software may include links to websites that are controlled and maintained by others or enable or assist the Customer to access other third party content or services. Any link to other websites is not an endorsement of such websites and Customers acknowledge and agree that Moralbox is not responsible for the content or availability of any such sites.
29. The Customer acknowledges that the Service may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Moralbox makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Moralbox. Moralbox recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Moralbox does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

 

Service Security

 

30. The Customer undertakes for itself and in relation to each Authorised User to ensure that all usernames and passwords required to access the Service are kept secure and confidential. The Customer undertakes to immediately notify Moralbox of any unauthorised use of their passwords or any other breach of security. Moralbox may reset the Customer’s password provided the Customer agrees to take all other actions that Moralbox reasonably deems necessary to maintain or enhance the security of Moralbox computing systems and networks and the Customer’s access to the Service.

 

31. When accessing and using the Service, the Software and/or the Website, the Customer agrees:

a)      Not to attempt to undermine the security or integrity of Moralbox’s computing systems or networks or, where any of the Service, the Software and/or the Website is hosted by a third party, that third party’s computing systems and networks;

b)      Not to use, or misuse, any of the Service, the Software and/or the Website in any way which may impair the functionality of the Service, the Software or the Website, or other systems used to deliver the Service, the Software and/or the Website or impair the ability of any other user to use the Service, the Software and/or the Website;

c)       Not to attempt to gain unauthorised access to any materials other than those to which the Customer has been given express permission to access or to the computer system on which the Service, the Software and/or the Website is hosted;

d)      Not to transmit, or input into the Service, the Software and/or the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which the Customer does not have the right to use); and

e)      Not to attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service, the Software and/or the Website or to operate the Service, the Software and/or theWebsite except as is strictly necessary to use either of them for normal operation;

f)        Not to access all or any part of the Service, the Software and/or the Website in order to build a product or service which competes with the Service;

g)      Not to licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service or the Software available to any third party except the Authorised Users;

h)      Not to attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under these Terms.

 

Data Backups

 

32. The Customer undertakes to keep secure copies of all Data which the Customer or their Authorised Users have input to the Service. Moralbox follows best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but Moralbox does not guarantee that there will be no loss of Data. Subject to clauses 59 and 60 Moralbox expressly excludes liability for any loss of Data regardless of the cause.
33. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
34. In the event of any loss or damage to Data, and subject to clauses 59 and 60 the Customer’s sole and exclusive remedy shall be for Moralbox to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by Moralbox. Moralbox shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.
35. If Moralbox processes any personal data on the Customer’s behalf when performing its obligations under these Terms, the Customer shall be the data controller and Moralbox shall be a data processor and in any such case:

a)      the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Service and Moralbox’s other obligations under these Terms;

b)      the Customer shall ensure that it is entitled to transfer the relevant personal data to Moralbox so that Moralbox may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer’s behalf;

c)       the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

 

Communications:

 

36. As a condition of these Terms, the Customer agrees only to use any communication tools available via the Service, for legitimate and lawful purposes. Customers must not use any of the Service’s communication tools for communicating any material unrelated to a Customer’s use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mails; files that could damage another person or entity’s computing devices or software; content that may be regarded as offensive to other users of the Service; or material which violates English law.

 

37. When the Customer communicates via the Service, the Customer confirms that they are authorised to make that communication. Moralbox is under no obligation tomoderate the Website or to ensure that communications made via the Service are valid or that they relate only to the use of the Service. Moralbox reserves the right to remove any communication from the Service at its sole discretion and at any time.

 

Confidentiality 

 

38. Each party will treat all Confidential Information as strictly confidential and: (a) will take all proper steps to prevent its use or disclosure; (b) will not itself make use of any Confidential Information for a purpose other than the performance of its obligations under the Agreement; and c) will not disclose Confidential Information to any person other than in accordance with Paragraph 45.

 

39. Each party may disclose Confidential Information where such disclosure would otherwise be prohibited by this paragraph if and to the extent: (a) required by law; or (b) it can be shown by that party (to the other party’s reasonable satisfaction) to have been known by it before disclosure to it by the other party; or (c) the information was or becomes in the public domain (other than by reason of a breach of this paragraph by that party).

 

Intellectual Property 

 

40. Intellectual Property Rights in, and title to, the Data which is stored within the Service under the terms of the Agreement remains a Customer’s property.

 

41. The Customer grants Moralbox a licence to use, copy, transmit, store, and back-up their information and Data for the purposes of enabling them to access and use the Service and for any other purpose related to provision of the Service under the terms of the Agreement.

 

42. None of Moralbox’s Intellectual Property Rights shall be transferred or affected in any way by the Agreement and no party shall acquire any right in relation to Moralbox’s Intellectual Property. Any use of Moralbox’s branding, logo or get-up shall only be permitted with Moralbox’s prior approval in writing.

 

43. The Customer acknowledges and agrees that Moralbox and/or its licensors own all Intellectual Property Rights in the Service, the Software and/or the Website. Except as expressly stated in the Agreement, Moralbox does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Software and/or the Website.

 

44. The Customer grants an irrevocable and unconditional license to Moralbox to use the name of their business and any associated Logos for no fee for so long as their Agreement with Moralbox remains in force.

 

Data Protection

 

45. Moralbox and the Customer shall satisfy themselves as to the extent of and shall comply with their obligations and duties under the Data Protection Act and other applicable statutory or European Community provisions and each party shall ensure that it has given the relevant registrations and notifications under the Data Protection Act to enable it to comply with the provisions of the Data Protection Act.

 

Legal Compliance 

 

46. Customers are responsible for complying with all relevant tax, accounting, and other laws. It is a Customer’s responsibility to check that storage of and access to their Data via the Service complies with all of the laws which are applicable to the Customer (including any laws requiring the Customer to retain records).

 

Warranties 

 

47. The Website is provided on an “as is” and “as available” basis without any representation or endorsement made. All warranties, representations or conditions of any kind whether express or implied, are to the fullest extent permitted by applicable law excluded from the Agreement.

 

48. Moralbox makes no warranty that the Service will be either error or defect free, or that the Service will be uninterrupted, or that defects will be corrected, or that the server which makes the Service available to the Customer is free of Viruses or any other defect which may be harmful to the Customer.

 

49. The Customer warrants and agrees that they will use the Service on behalf of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business does not apply to the provision of the Service by Moralbox.

 

50. The Customer warrants that where they have registered to use the Service on behalf of another person or entity, they have the right to agree to these Terms on behalf of that person or entity and the Customer agrees that by using the Service the Customer binds the person or entity on whose behalf the Customer is using the Service to fulfil all of the obligations which are subject to the Agreement, without limiting the Customer’s own obligations under the Agreement.

 

Liability 

 

51. Neither Moralbox nor the Customer shall be deemed in breach of the Agreement or otherwise liable to the other parties for any failure or delay in performance by it of any of its obligations under the Agreement if and to the extent that the delay or non-performance is due to a circumstance beyond the control of that party (“Force Majeure”). If a party is prevented or delayed in the performance of any of its obligations under the Agreement by Force Majeure that party shall as soon as reasonably possible give written notice to the others of the nature and extent of the circumstances giving rise to Force Majeure. The operation of the Agreement shall be suspended during the period and only during the period in which Force Majeure continues and any time periods in the Agreement shall be extended accordingly.

 

52. This section sets out the entire financial liability of Moralbox (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

a)      arising under or in connection with the Agreement;

b)      in respect of any use made by the Customer of the Service and the Software or any part of them; and

c)       in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

53. Except as expressly and specifically provided in the Agreement:

a)      the Customer assumes sole responsibility for results obtained from the use of the Service and the Software by the Customer, and for conclusions drawn from such use. Moralbox shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Moralbox by the Customer in connection with the Service, or any actions taken by Moralbox at the Customer’s direction;

b)      all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

c)       the Service and the Software are provided to the Customer on an “as is” basis.

54. Nothing in this agreement excludes the liability of Moralbox:

a)      for death or personal injury caused by Moralbox’s negligence; or

b)      for fraud or fraudulent misrepresentation.

55. Subject to clause 52 and clause 55:

a)      Moralbox shall not be liable under the Agreement whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill; or (iv) loss of anticipated savings; or (v) loss of contracts; or (vi) loss of or corruption to data or information; or (vii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

b)      Moralbox’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall during any contract year be limited to the amount of any income received by Moralbox under the Agreement during the previous 12 months.

 

Indemnities 

 

56. The Customer agrees to indemnify and hold harmless Moralbox against any claims, actions, proceedings, losses damages, expenses and costs (including without limitation court costs and reasonable legal fees) caused to Moralbox arising out of or in connection with the Customer’s use of the Service or the Software and any loss or damage including reasonable legal costs arising from any defamatory material supplied by the Customer or any material supplied by the Customer which otherwise breaches the rights of any third party, or by a breach of the Customer’s obligations under the Agreement and suffered by Moralbox arising from any material which is not Moralbox’s content save to the extent that such loss arises as a result of the negligence of Moralbox.
57. The Customer agrees to indemnify Moralbox and to keep Moralbox fully and effectively indemnified against any claims or loss relating to:

a)      Moralbox’s refusal to provide any persons or entity with access to their Data or information under these Terms.

b)      Moralbox’s making available information or Data to any person or entity with a Customer’s authorisation.

58. In no event shall Moralbox, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

a)      a modification of the Service or the Software by anyone other than Moralbox; or

b)      the Customer’s use of the Services or the Software in a manner contrary to the instructions given to the Customer by Moralbox; or

c)       the Customer’s use of the Services or the Software after notice of the alleged or actual infringement from Moralbox or any appropriate authority.

 

Termination 

 

59. The Agreement shall commence on the date Moralbox issues a Confirmation and shall continue until terminated in accordance with clause 60.

 

60. Except as set out in the Commercial Terms, Moralbox or the Customer may terminate the Agreement by giving the other not less than 30 days prior written notice at any time after 90 days from the date Moralbox issues the Confirmation. Moralbox may or the Customer may terminate the Agreement with immediate effect at any time by giving written notice to the other party if the other party:

a)      is in material breach of an obligation under the Agreement, which breach, if capable of remedy, has not been remedied within 30 days after such party has served written notice on the other party specifying the breach and the steps required to remedy it;

b)      fails to pay an amount when due;

c)       becomes insolvent, or goes into liquidation or has a receiver or manager appointed of any of its assets, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction.

61. Any termination of the Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to the date of termination nor shall it affect the coming into force or the continuation in force of any provision of the Agreement expressed to survive such termination.
62. On termination of the Agreement for any reason:

a)      all licences granted under the Agreement shall immediately terminate;

b)      each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

c)       Moralbox may destroy or otherwise dispose of any of the Data in its possession unless Moralbox receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Data. Moralbox shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Moralbox in returning or disposing of Data; and

d)      any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

 

Refunds 

 

63. Refunds will not be provided by Moralbox for any part of any remaining prepaid period in relation to Service Fees paid to Moralbox by a Customer in advance.

 

OTHER GENERAL TERMS 

 

Entire Agreement 

 

64. The Agreement with Moralbox supersedes any previous agreements between the parties in relation to the matters dealt with in the Agreement and represents the entire understanding between the parties in relation to the subject matter they cover and each of the parties acknowledges and agrees that it has not entered into the Agreement in reliance upon any representation, warranty, undertaking, agreement, or statement (whether oral or written) made or alleged to have been made by any other party (whether or not negligently made) on or prior to the date of the Agreement except as expressly set out in the Agreement (provided that nothing contained in the Agreement shall operate to exclude any liability for fraudulent misrepresentation).

 

65. These Terms are subject to any express provision of the Commercial Terms or the Agreement. In the event of a conflict between these Terms and the Commercial Terms and any other express provision of the Agreement, the Commercial Terms shall prevail.

 

Rights, Remedies and Powers 

 

66. A failure to exercise or delay in exercising any right, remedy or power provided under the Agreement or by law does not constitute a waiver of the right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power prevents any further exercise of it or the exercise of any other right, remedy or power.
67. The rights, remedies and powers provided by the Agreement are cumulative and not exclusive of any rights, remedies or powers provided by law. Any waiver of a breach of any of the terms of the Agreement or of any default under the Agreement shall not be deemed a waiver of any other breach or default and shall not affect the other Agreement terms.

 

Severance 

 

68. If any term or provision in the Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected.

 

Assignment 

 

69. The Customer may not assign or transfer any rights or liabilities under the Agreement to any other person without Moralbox’s prior written consent.

 

70. The Agreement shall be binding and shall endure for the benefit of the successors in title of each party.

 

Notices 

 

71. Any notice given under the terms of the Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Moralbox must be sent to [email protected] or to any other email address notified by email to Customers by Moralbox. Notices to Customers will be sent to the email address which Customers provide when setting up their access to the Service

 

Advice 

 

72. The contents of the Moralbox Website do not constitute advice and should not be relied upon in making, or refraining from making, any decision. Although Moralbox makes reasonable efforts to update the information on the Website, Moralbox makes no representations, warranties or guarantees, whether expressed or implied, that the content on the Website is accurate, complete or up-to-date.

 

Jurisdiction 

 

73. The Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties shall be subject to the exclusive jurisdiction of the English Courts.