Terms of Use
1. Introduction

Please read these terms and conditions carefully as they contain important information about your rights and obligations when using our Website(s), Services and Products. These Terms of Use and our Privacy Policy form the basis on which you may access and use the Website, Services and Products. By using the Website, the Services or the Products, you are deemed to have read, understood and accepted to be bound by the Terms of Use and our Privacy Policy. Do not continue to use our Website(s) or any of our Services or Products, if you do not accept all of the Terms of Use and our Privacy Policy.

2. Definitions
The following expressions shall, unless the otherwise expressly stated, have the following meaning:

Affiliates means any subsidiary or holding/parent company of that corporation or any subsidiary of that holding/parent company, or any other affiliated legal entity with whom we are under common corporate control;
Agreement means these Terms of Use and our Privacy Policy;
Customer refers to you, the person accessing this website and accepting the Company’s terms and conditions.
Company means Neuwave Technologies Ltd and its Affiliates also referred to as Ourselves, We, Our and Us;
Data means any data which we provide to you or you have access to via our Website, Products or Services and, for the avoidance of doubt, shall include any interpretation of data or any data or results generated by using our Products and shall include Third Party Data;
Party, Parties, or Us, refers to both the Customer and ourselves, or either the Customer or ourselves;
Products means the Website and any other physical and digital products that the Company and its partners or consultants may provide to you from time to time for free or for a fee whether set out on the Website or howsoever provided;
Services means the services set out on our Website;

Third Party Data means the data which we use and collect from third parties on which we rely for our Website, Services and Products;
Website means the NeuWave Platform at https://www.neuwave.co.uk/ and or any other website from time to time from which the Products and Services may be promoted and/or delivered or which the Company may establish; and
You and Your refers to you, the person accessing this website and accepting the Company’s terms and conditions.
These terms and conditions outline the rules and regulations for the use of the Website(s), Services and Products.

3. Agreement

By using the Website, Services or the Products, you accept these Terms of Use and the Privacy Policy and these Terms of Use read together with the Privacy Policy shall constitute a valid and binding agreement made between you and the Company.

We reserve all rights to change any or all of these Terms at any time and we will post the updated Terms of Use on the Website and, if you have subscribed for one of our Products, we will notify you either via email or on our Website of any changes. All changes are effective immediately and your continued use of the Website, Services or Products after the posting or notification of any amended Terms shall constitute your agreement to be bound by any such changes.

We reserve the right to refuse to provide our Products and Services to anyone at any time.

4. Customer warranties, acknowledgements and undertakings
a. By using the Website, the Data, the Services and the Products, you hereby acknowledge, represent and warrant that you have read and fully understood all the terms and conditions contained herein and the Privacy Policy.
b. You undertake to fully comply with this Agreement.
c. You undertake to ensure that the mobile phone/device and/or computer used by you to access the Website, the Services or the Products is legally owned, possessed or used by you at all times and you undertake not to allow any person other than you to access or manipulate the Website, the Services and the Products using your mobile phone, device and/or computer.
d. You acknowledge that you are responsible for any account you may create with us in connection with the Website and/or the provision of the Services and Products and that you are responsible for any activity in such account. You undertake to keep all information in relation to such account up to date.
e. You undertake to only use the Website, the Services and the Products and any Data derived from such Website, Services or Products for lawful purposes and the purpose for which they were intended.
f. You undertake to only use the Website, the Services and the Products and any Data derived from such Website, Services or Products for yourself and not for any third parties under any circumstances. You acknowledge that you are prohibited from: (i) distributing any Data or Products to any of your clients or customers or allowing them to access the Website via your account; and/or (ii) using the Website or obtaining Data on behalf of any third party.
g. You further undertake to only use the Website and/or the Services and Products and any Data therein for your own use and you will not use the Website, Data, Services or Products to: (i) compete against us; and/or (ii) gain any commercial advantage from or with third parties.
h. You acknowledge that the Website and the Data is owned by the Company (except Third Party Data) and that any unauthorised access to, reproduction, redistribution, publication, display or other use of the Website or the Data would infringe the intellectual property rights of the Company.
i. You undertake not to: (i) modify, translate, create or attempt to create derivative copies of or copy of the Website or the Data; (ii) reverse engineer, decompile, disassemble or otherwise reduce the Website or the Data; (iii) use the Website, any Services, Products or Data in any way that violates these Terms of Use; (iv) damage, disable, overburden or impair the Website; or (v) disable, bypass, circumvent, or interfere with any digital rights management, security or access control mechanisms.
j. You agree that you will not when using the Website, the Services or the Products: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information available through the Website and/or the Services and Products; or (c) attempt to gain unauthorised access to other computer systems through the Website.
k. You agree that you will not interfere with any other party’s use and enjoyment of the Website, Services or Products.
l. You acknowledge that the trade mark(s), service mark(s), trade name(s), logo(s), symbol(s), brand name(s) and other proprietary marks or any combination of the Company and/or its Affiliates (the Marks) contained on or in the Website, Services and Products (save and except for any marks of advertisers or consultancies or strategic partners) are owned by the Company and/or its Affiliates. You undertake not to use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, translate, commercially exploit or disseminate any Marks without the prior written consent of the Company. You further undertake never to claim ownership or rights to the Marks.
m. You acknowledge that the Website, the Services or the Products may contain links to websites operated by third parties (Third Party Websites). You further acknowledge that the Company does not have any influence or control over the Third Party Websites and is not responsible for such Third Party Websites. You are advised to check the terms of use and privacy policies of such Third Party Websites.
n. You acknowledge that the Website, the Services and Products are provided on a reasonable efforts basis only and that the Company shall not be liable for any unavailability or malfunction of the Website, Product and Services.
o. You acknowledge that the Third Party Data on which we rely is not our data and we therefore have no responsibility for any Third Party Data which is used in our Website, Services or Products.
p. You acknowledge that the Website solely analyses Data as do our Products and Services. Any decisions which you make based on or in reliance on our data are done so at entirely your own risk.

5. Specific Terms attaching to Products and Services
a. Any fees due in connection with any of our Data, Services, Products or Website will be as set out therein or as otherwise notified to you from time to time by us or agreed in a separate agreement.
b. All fees shall be paid by you without any set-off, counterclaim, deduction or withholding.
c. Any payment made for any Data, Services or Products or any payment processed on our Website is non-refundable.
d. Any failure to pay any fees when due may result in the immediate suspension or termination of the availability of Data, Services, Products or the Website.

6. Intellectual Property
a. The copyright and all other rights in the material or the Data on the Website, including all information, images, photographs, videos, graphs, data displays, music and other content displayed on and/or made available through the Website (Materials) are owned by the Company or licensed to the Company by the relevant owner or licensor of the rights.
b. You may request a download a single copy of Data on a single computer for your own private use only (Download Request). Such Data will be made available in our absolute discretion. If we make such Data available, you will only be able to access it for a period of 7 days from the Download Request.
c. You must not, without prior written approval from the Company:
a. Republish Material or Data from the Website;
b. Sell, rent or sub-license Data or Material from the Website;
c. reproduce, duplicate or copy Materials or Data from the Website; or
d. share the Data or Materials with any third party.
d. You acknowledge that the way we analyse, develop, interpret and present our Data constitutes a trade secret under Applicable Laws.

7. Names
a. Certain parts of the Website offer the opportunity to users to name certain information, material and data (Names). You acknowledge that the Company does not screen, edit, publish or review Names prior to their appearance on the Website and Names do not reflect the views or opinions of the Company, its Affiliates or its or their agents or affiliates.
b. To the extent permitted by applicable laws, the Company shall not be responsible or liable for the Names or for any loss, cost, liability, damages or expenses caused and or suffered as a result of any Names.
c. You acknowledge that the Company reserves the right to monitor all Names and to remove any Names which it considers, in its absolute discretion, to be inappropriate, offensive, misleading or otherwise in breach of these Terms of Use.
d. By posting a Name on the Website, you represent and warrant that:
i. you have all necessary licenses, permissions and consents to do so;
ii. the Name does not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
iii. the Name does not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy;
iv. the Name is not being used to solicit or promote business or custom or present commercial activities or unlawful activity.
e. By posting a Name, you hereby grant to the Company a worldwide, non-exclusive, transferable, royalty-free license to use, reproduce, edit and authorise others to use, reproduce and edit any of your Names in any and all forms, formats or media.

8. Our Rights
a. We may modify, suspend, discontinue or restrict the use of any portion of the Website, Services, Products or Data without notice or liability to you. If we suspend, discontinue or restrict your use of the Website, Services, Products or Data in breach of this Agreement, you will be entitled to a refund for any fees paid in respect of the portion of the unused Services.
b. We have the absolute right and discretion to reject any person from using the Website, the Services, the Products or the Data.
c. We do not commit to ensuring that the Website or the Data remains available or that the Materials or the Data on the Website is kept up to date or are accurate in all material respects.

9. Indemnity

You agree to fully indemnify, release, defend and hold the Company and its Affiliates and its or their officers, directors, employees, affiliates, agents, licensors and representatives harmless from and against all claims, demands, lawsuits, liability, loss, judgments or other expenses (including, but not limited to, legal fees) suffered or incurred by any of them arising, directly or indirectly, from: (i) your use of (or failure to use) the Website, the Services, the Data or the Products; (ii) any reliance on the contents of the Website, Services or Products; (ii) your Comments; (iii) your breach of the Terms of Use or Privacy Policy; (iv) your unauthorised use of the Marks or any of the intellectual property contained in the Website; and (v) any improper, unauthorised or illegal uses of your mobile phone/device and/or computer used by you to access the Website, the Services or the Products.

10. Disclaimer
a. To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our Website and any Data, the availability of the Website and any Data and the use of the Website and Data (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
b. We make no warranty as to accuracy or reliability of the Data or any information, advice, opinion, analysis or statement of the Website, the Services, the Products or the Data.
c. We are not liable for any decisions you make based on our Website, Services, Products or Data. Any decisions are made entirely at your own risk and we accept no liability in respect of them.
d. We accept no liability for any Names, information, recommendation or analysis contained in or produced by the Website, the Services or the Products.
e. We accept no liability for any Third Party Data or any results in our Website, Services or Products that are derived from Third Party Data. We accept no liability for any reliance you may place on Third Party Data or any decisions you may make based on it.
f. Nothing contained in the Website, Services or Products shall be construed as an inducement to enter into any contractual arrangement with the Company or any of its Affiliates.
g. The Company and its Affiliates and each of our directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage which may be suffered by you through relying on anything contained in or omitted from the Data, the Third Party Data, the Website, the Services or the Products.
h. You expressly agree that use of the Website, the Services, the Data and the Products and reliance on its content is at your own risk.
i. We will not be responsible for any damages, losses, expenses, fees, penalties or liabilities you may incur as a result of using our Data, Third Party Data, Services, Products or Website.
j. You release and hold us harmless from any and all liability arising from your use of any Third-Party Website.
k. All warranties, representations, guarantees, conditions and terms other than those expressly set out in these Terms of Use, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby, to the fullest extent permitted by law, are expressly excluded from these Terms of Use.

11. Limitation on Liability

To the fullest extent permitted by law, the Company and its Affiliates and its respective directors, employees, agents and affiliates shall in no event be liable for any damages or losses including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, or any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any loss resulting from or caused by the Website, the Services or the Products (and the content, links or Comments therein), including, without limitation to the fullest extent allowed by applicable law, damages resulting from negligence.

12. Miscellaneous

a. If you have any queries regarding any of our terms, please contact us at contact@neuwave.co.uk.
b. These Terms of Use, and any non-contractual obligations arising out of or in connection with them, shall be governed and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms of Use (including as to the existence, validity, interpretation, performance, breach or termination thereof) or any dispute regarding non-contractual obligations arising out of or in connection with the Terms of Use will be subject to the exclusive jurisdiction of the courts of England and Wales.
c. Any term, condition, provision or undertaking in these Terms of Use which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, or unenforceability any other term, condition, provision or undertaking herein contained.
d. Failure by the Company to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Use.
e. Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, any terms regarding confidentiality and terms regarding disputes between us.