Legal

Terms of Service

Effective: 1st November 2023

We are a company called Mailosaur Ltd, registered in England and Wales under company number 07999725 with our registered address at The Square, Basing View, Basingstoke, Hampshire RG21 4EB. Throughout these Customer Terms of Service (hereafter referred to as “terms”) we shall refer to ourselves as “Mailosaur”.

By starting a free trial or by signing up to a Subscription Plan, you (the Customer) agree to these Customer Terms of Service.

Agreed Terms

Definitions and interpretation
1. The definitions and rules of interpretation in this clause apply in these terms.
  - User Account: collectively the personal information and Credentials used by a User to access the Services.
  - Customer Account: the account(s) which permit the Customer (or its nominated representative(s)) to manage the subscription and information.
  - Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives in connection with these terms, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and (ii) the operations, processes, know-how, designs, trade secrets of the disclosing party.
  - Credentials: the set of unique identifiers including but not limited to a username and password created via mailosaur.com or corporate login credentials where SSO is in use by the Customer that enables a User to verify identity in order to log in to their User Account.
  - Customer: the entity which has signed up to the Services offered by Mailosaur Ltd in accordance with these terms.
  - Customer Data: the data inputted by the Customer, Users, or Mailosaur on the Customer’s behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
  - Data Protection Laws: means (a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including all applicable laws, statutes, regulations, and codes from time to time in force relating to the UK GDPR; and (b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer is subject, which relates to the protection of personal data, including all applicable laws, statutes, regulations, and codes from time to time in force relating to the EU GDPR.
  - Documentation: the document(s) made available to the Customer by Mailosaur online via mailosaur.com or such other web address notified by Mailosaur to the Customer from time to time which sets out a description of the Services and the User instructions for the Services.
  - Effective Date: the date of acceptance of these terms Service by the Customer.
  - EU GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679.
  - Initial Subscription Term: means the first full calendar month of paid use of the Services if the Customer chooses a monthly plan or the first 12 months of paid use of the Services if the Customer chooses an annual plan, either immediately following the expiry of a free trial or from the date on which the Customer activates a Managed Plan or Self-Service Plan.
  - Managed Plan: A Subscription Plan that is has been set up by Mailosaur's representatives. This type of plan will not auto-renew, and instead the Customer will be provided a quote in advance of the end of each Subscription Plan. Mailosaur will require the Customer’s approval before an invoice is created and renewal applied. Changes to this type of plan must be requested via Mailosaur’s representatives.
  - Renewal Period: the period for which a Subscription Plan is renewed (unless otherwise agreed by Mailosaur in writing, being a full calendar month for Customers with monthly plans and 12 months for Customers with annual plans)
  - Self-Service Plan: A Subscription Plan that is set up by the Customer within the Customer Account. This type of plan is managed by the Customer via their Customer Account and renewal is automatic.
  - Services: the services provided by Mailosaur to the Customer under these terms via mailosaur.com or any other website notified to the Customer by Mailosaur from time to time, as more particularly described in the Documentation.
  - Subscription Fees: the subscription fees payable by the Customer to Mailosaur for the chosen Subscription Plan as determined by the plans and associated fees currently in force which can be viewed at mailosaur.com and which may be replaced by Mailosaur at any time.
  - Subscription Plan: the subscription plan chosen by the Customer, and shown on the invoice, which entitles Users to access and use the Services in accordance with these terms.
  - Subscription Term: collectively the free trial, the Initial Subscription Term, and any subsequent Renewal Periods.
  - UK GDPR: has the meaning given to it in the Data Protection Act 2018.
  - User: any employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services via a User Account.
2. A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.
5. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms under that statute or statutory provision.
6. A reference to writing or written excludes fax but not email.
Provision of the Services
1. Mailosaur shall, during the Subscription Term, provide the Services to the Customer on and subject to these terms.
2. Mailosaur shall use commercially reasonable endeavours to make the Services available 24 hours a day except for:
  1. any planned maintenance which has been communicated to the Customer by Mailosaur; and
  2. any unscheduled or urgent maintenance (of which Mailosaur will endeavour to provide the Customer will as much advance notice as is reasonably and practicably possible).
3. The Customer acknowledges that the Services may change in form or nature at any time. Mailosaur shall provide reasonable advance notice of any material changes to the Services.
4. The Customer warrants that the individual setting up the Customer Account is authorised to enter into these terms for and on behalf of the Customer. Subject to the restrictions set out in clause 2 and the other conditions of these terms, Mailosaur hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Users to use the Services via User Accounts during the Subscription Term solely for the Customer's internal business operations.
5. In relation to the Users, the Customer undertakes that:
  1. the maximum number of Users that it authorises to access and use the Services via User Accounts shall not exceed the number of Users permitted in the Subscription Plan it has purchased from time to time;
  2. it will not allow or suffer any User Accounts to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services;
  3. each User shall keep the Credentials they use to access their User Account secure, and shall not share these Credentials with others;
  4. each User shall comply with these terms and any User specific terms and conditions communicated by Mailosaur from time to time.
6. The Customer shall not access, store, distribute or transmit any viruses, or any material (including Customer Data) during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise suspicious, illegal or causes damage or injury to any person or property.
7. Mailosaur reserves the right, without liability or prejudice to its other rights to the Customer, to
  1. review, flag, suspend, remove or disable access to any material (including Customer Data) that Mailosaur deems to breach the provisions of clause 2.6; and
  2. disable or suspend the Customer Account and any User Accounts if Mailosaur reasonably believes that are in breach of the provisions of clause 2.6 or that are using the Services without authorization to access a third-party service.
8. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by these terms and except to the extent expressly permitted under these terms:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services;
  2. access all or any part of the Services or Documentation in order to build a product or service which competes with the Services;
  3. use the Services or Documentation to create software programs that are similar to or compete with Mailosaur's services, or to repackage or present the Services or Documentation as the Customer’s own software solution.
  4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Documentation available to any third party except the Users,
  5. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under clause 2;
  6. introduce or permit the introduction of any virus into Mailosaur's network and information systems; or
  7. engage in any conduct which (in the reasonable opinion of Mailosaur) disrupts the provision of the Services.
9. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Mailosaur.
Trial period
1. Mailosaur may offer a free trial for a period of 14 days (or other period as agreed by Mailosaur in writing) that allows the Customer to access and use the Services. At any time during or after the free trial period, the Customer has the option to continue access to the Services by paying the Subscription Fees. For the avoidance of doubt, no Subscription Fees shall be charged to the Customer during a free trial period.
2. The Customer acknowledges that it is bound by these terms during any free trial period.
3. Mailosaur reserves the right to decline or terminate a free trial to any Customer and for any reason.
Changing a Subscription Plan
1. Subject to clause 4.2, the Customer may, from time to time during the Subscription Term, change their Subscription Plan and/or payment details via the Customer Account (Self-Service Plan), or by Contacting Mailosour’s representatives (Managed Plan).
2. If the Customer upgrades their current Subscription Plan, this will be actioned immediately, and the Customer will be charged the pro-rated difference between what they have already paid and the cost of the new Subscription Plan for the remaining period of time in the applicable Initial Subscription Term or the Renewal Period. The Customer will then be charged the Subscription Fees associated with the new Subscription Plan from the start of the next Renewal Period. If the Customer downgrades their current Subscription Plan, the change will not take effect until the start of the next Renewal Period.
Mailosaur's obligations
1. Mailosaur shall provide the Services with reasonable skill and care.
2. Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mailosaur's instructions, or modification or alteration of the Services by any party other than Mailosaur or Mailosaur's duly authorised contractors or agents. If the Services do not conform with clause 5.1, Mailosaur will, at its expense, use reasonable commercial endeavours to correct any such non-conformance in a reasonable timeframe. Such correction (where possible) constitutes the Customer's sole and exclusive remedy for any breach of clause 5.1.
3. Mailosaur:
  1. does not warrant that:
    1. the Customer's use of the Services will be uninterrupted or error-free; or
    2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
4. These terms shall not prevent Mailosaur from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under these terms.
Customer's obligations
1. The Customer shall:
  1. provide Mailosaur with:
    1. all necessary co-operation in relation to these terms; and
    2. all necessary access to such information as may be required by Mailosaur; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
2. without affecting its other obligations under these terms, comply with all applicable laws and regulations applicable in the Customer’s jurisdiction or the United Kingdom with respect to its use of the Services;
3. carry out all other Customer responsibilities set out in these terms in a timely and efficient manner.
4. ensure that the Users use the Services in accordance with these terms, and any other User specific terms and conditions communicated by Mailosaur from time to time;
5. be responsible for any User's breach of these terms and/or any other User specific terms and conditions communicated by Mailosaur from time to time;
6. obtain and shall maintain all necessary licences, consents, and permissions necessary for Mailosaur, its contractors and agents to perform their obligations under these terms;
7. only access the Services through the normal means provided by Mailosaur and not attempt to download, convert, crawl or otherwise reverse-engineer any part of the Services;
8. if required, ensure that its network and systems comply with the relevant specifications provided by Mailosaur from time to time;
9. be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Mailosaur's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
10. grant to Mailosaur a non-exclusive, non-transferable licence to use, copy, store, transmit and display the Customer’s name and logo to the extent necessary to enable Mailosaur to state on its website and in any marketing materials that the Customer is or was a customer of Mailosaur. The Customer may revoke this licence at any time by sending written notice to Mailosaur.
11. The Customer shall own all right, title, and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data.
12. If Mailosaur’s ability to provide the Services is prevented, hindered, or delayed by any failure by the Customer to fulfil any obligation listed in clause 6 (Customer Default):
13. Mailosaur will be entitled to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve Mailosaur from the performance of the Services, in each case to the extent the Customer Default prevents, hinders, or delays performance of the Services. In certain circumstances a Customer Default may entitle Mailosaur to terminate these terms under clause 14 (Termination);
14. Mailosaur will not be responsible for any costs or losses which the Customer sustains or incurs which arise directly or indirectly from Mailosaur’s failure or delay to perform the Services; and
15. the Customer shall indemnify Mailosaur against any costs or losses it sustains or incurs which arise directly or indirectly from a Customer Default.
Charges and payment
1. The Customer shall pay the Subscription Fees to Mailosaur in accordance with clause 7.
2. The Customer shall, upon request, provide to Mailosaur valid, up-to-date, and complete payment details and any other relevant valid, up-to-date, and complete contact and billing details.
3. Mailosaur shall collect payment of Subscription Fees via the method agreed between the Customer and Mailosaur.
4. When the Customer provides payment and billing details, the Customer hereby agrees to pay Mailosaur for the Subscription Fees payable in respect of the Initial Subscription Term
5. Subject to clause 14, for the Subscription Fees payable in respect of any Renewal Period. The Customer shall pay the Subscription Fees at the beginning of the Initial Subscription Term and at the beginning of each Renewal Period unless and until either party gives notice to terminate in accordance with these terms.
6. If a User’s payment fails to clear or is declined for whatever reason, then access to the Services may be immediately suspended. The Services will re-commence once payment is successfully completed.
7. If Mailosaur has not received payment by the due date, then without prejudice to any other rights and remedies available to Mailosaur:
  1. Mailosaur may, without liability to the Customer, disable the Customer Account and any User Accounts and Mailosaur shall be under no obligation to provide any or all of the Services while Subscription Fees remain unpaid; and
  2. Mailosaur shall be entitled to recover interest on the overdue sum from the due date until payment of the overdue sum. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
8. All amounts and fees stated or referred to in these terms:
  1. are non-cancellable and non-refundable;
  2. are exclusive of value added tax, which shall be added to Mailosaur's invoice(s) at the appropriate rate.
9. Mailosaur shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
Data protection
1. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause is in addition to, and does not relieve, remove, or replace, a Party's obligations or rights under the Data Protection Laws.
2. The parties acknowledge that in most circumstances, both parties are data controllers under the Data Protection Laws.
3. If Mailosaur acts as a data processor in relation to any personal data for which the Customer is a data controller, Mailosaur shall:
  1. process the personal data in compliance with the Data Protection Laws;
  2. process the personal data only to the extent necessary to perform the Services;
  3. assist the Customer, at their expense, in responding to any and all requests from data subjects and in ensuring the Customers compliance with the Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including the UK’s data protection commissioner);
  4. notify the Customer without undue delay of a data breach relating to any personal data for which the Customer is a data controller;
  5. implement appropriate organisational and technical measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
  6. be authorised by the Customer, by way of a general authorisation, to appoint sub-processors under these terms, providing the requirements of sub-clause 8.3 (g) are met in relation to any sub-processors based outside the UK; and
  7. not transfer or store the personal data outside of the UK, EEA or Switzerland except where: (i) the recipient country has received an adequacy decision from the UK’s data protection commissioner; or (ii) the transfer is subject to appropriate safeguards.
4. The Customer warrants that they have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to Mailosaur for the duration and purposes of these terms so that Mailosaur may lawfully use, process and transfer the personal data in accordance with these terms on the Customers behalf. The Customer shall provide to us the details of the type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing prior to Mailosaur commencing any Services.
5. The Customer warrants that all Users are over the age of 16.
6. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Mailosaur shall be for Mailosaur to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Mailosaur in accordance with its standard archiving and backup procedures. Mailosaur shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Mailosaur to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
7. In the event that these terms are terminated for any reason, the Customer Account and each User Account will be closed and their access to the Services revoked. Any Customer Data will become inaccessible from the date on which the Services are revoked, however copies may be retained by Mailosaur as part of its standard backup procedures.
Third party providers
1. The Customer acknowledges that the Services and Documentation 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. Mailosaur makes no representation, warranty 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 Mailosaur. Mailosaur 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. Mailosaur does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services or Documentation.
Intellectual Property rights
1. The Customer acknowledges and agrees that Mailosaur and/or its licensors own all intellectual property rights in the Services and Documentation. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any 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 or the Documentation.
2. Mailosaur confirms that it has all the rights in relation to the Services and Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with these terms.
Confidentiality
1. Both parties agree that, except as provided by clauses 11.2 and 11.3 below, or as authorised in writing by the other party, they shall: (a) keep confidential all Confidential Information; (b) not disclose any Confidential Information to any other party; (c) not use any Confidential Information for any purpose other than as contemplated under these terms; (d) not make any copies of, record in any way or part with possession of any Confidential Information; and (e) use reasonable endeavours to ensure that their respective directors, officers, employees, agents, sub-contractors or advisers also comply with this clause.
2. Both parties may disclose any Confidential Information to: (a) employees, officers, sub-contractors, or advisers for the purposes of exercising rights or carrying out obligations under with these terms; or (b) any governmental or other authority or regulatory body. Disclosure under this clause may be made only to the extent necessary for the provision of the Services under these terms, or as required by law.
3. Either party may use or disclose any Confidential Information if it is or becomes public knowledge through no fault of the recipient party.
4. No party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.
Indemnity
1. The Customer shall defend, indemnify, and hold harmless Mailosaur against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's or Users’ use of the Services, provided that:
  1. the Customer is given prompt notice of any such claim;
  2. Mailosaur provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  3. the Customer is given sole authority to defend or settle the claim.
2. In no event shall Mailosaur, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  1. a modification of the Services or Documentation by anyone other than Mailosaur; or
  2. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Mailosaur; or
  3. the Customer's use of the Services or Documentation after notice of alleged or actual infringement from Mailosaur or any appropriate authority.
Limitation of liability
1. Except as expressly and specifically provided in these terms:
  1. The Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Mailosaur shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mailosaur by the Customer in connection with the Services, or any actions taken by Mailosaur at the Customer's direction;
  2. 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 these terms;
  3. the Services are provided to the Customer on an "as is" basis; and
  4. Mailosaur accepts no liability for any disruption or non-availability of the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, acts of God or legal restrictions and censorship.
2. Nothing in these terms excludes liability:
  1. for death or personal injury caused by negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 13.2:
  1. Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
  2. Mailosaur's total aggregate 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 these terms shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
4. Nothing in these terms excludes the liability of the Customer for any breach, infringement, or misappropriation of Mailosaur’s intellectual property rights.
Term and termination
1. These terms shall, unless otherwise terminated as provided by clause 14, commence on the Effective Date and shall continue for any free trial, any Initial Subscription Term and thereafter, these terms shall:
  1. if a Managed Plan, be renewed for a Renewal Period, provided the Customer has given Mailosaur their approval in writing to do so following the receipt of the Renewal period quote.
  2. if a Self-Service Plan, be automatically renewed for each Renewal Period, unless:
    1. Mailosaur notifies the Customer of termination in writing for any reason, in which case these terms shall terminate immediately;
    2. the Customer cancels their subscription or removes their payment details in the Customer Account or otherwise disables payment functionality, in which case these terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
2. Without affecting any other right or remedy available to it, Mailosaur may terminate these terms at any time for the following reasons:
  1. the Customer or any User has committed a material breach of these terms;
  2. the Customer has failed to pay any amount due under these terms;
  3. the Customer has indicated, expressly or impliedly or by its conduct, that it does not intend to or is unable to comply with these terms;
  4. Mailosaur is required to do so by law;
  5. Mailosaur determines in its sole discretion that it is no longer commercially viable to continue providing the Services;
  6. the Customer becomes, or is in the opinion of Mailosaur likely to become, insolvent;
  7. Mailosaur is no longer providing the Services in the Customer’s country of residence.
3. On termination of these terms for any reason:
  1. all licences granted under these terms shall immediately terminate and the Customer and Users shall immediately cease all use of the Services;
  2. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
  3. Mailosaur may destroy or otherwise dispose of any of the Customer Data in its possession unless Mailosaur receives, no later than 10 days after the termination date, a written request for delivery of the Customer Data as available in the most recent back-up held by Mailosaur. Mailosaur shall use commercial endeavours to deliver the back-up of Customer Data to the Customer provided that all payments due under these terms have been received by Mailosaur; and
  4. 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 these terms which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure
1. Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate these terms by giving 7 days' written notice to the affected party.
Variation
1. No variation of these terms shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
Waiver
1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
1. Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision or part-provision of these terms is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
2. If any provision or part-provision of these terms are deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these terms.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
4. Nothing in this clause shall limit or exclude any liability for fraud.
Assignment
1. The Customer shall not, without the prior written consent of Mailosaur, assign, novate, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these terms.
2. Mailosaur may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these terms.
No partnership or agency
1. Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
1. These terms do not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
1. Any notice given to a party under or in connection with these terms shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
  1. Mailosaur: support@mailosaur.com
  2. Customer: the then current email address listed in the Customer Account.
2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside normal business hours (9am-5pm) in the place of receipt, when normal business hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Governing law
1. These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
Jurisdiction
1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).

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