GP WIDGET TERMS AND CONDITIONS

1. Introduction

1.1. Build It Medical Ltd (trading as GP Widget) a company incorporated and registered in England and Wales under company number 13118815 whose registered office is at 4 South Avenue, Exeter, Devon, United Kingdom, EX1 2DZ ("GP Widget", "we", "us" and "our"), publishes the platform https://www.gpwidget.com accessible either directly or via the websites of our partners (being, along with any other website or application for web or smart devices published by GP Widget from time to time, the 'Platform').

1.2. The Platform provides an all-in-one suite of digital tools and care management services (the 'Services'), aimed at improving the efficiency of healthcare (with a particular focus on primary care) by supporting Organisations and Users (as defined below). We support Organisations and their medical professionals to supercharge their primary care management and Users by improving navigation and experience, signposting, social prescribing and measuring demand and capacity. The Platform is not a medical device and does not provide medical advice to Users.

2. What are these terms?

2.1 The purpose of these terms and conditions (the 'Terms') is to set out the terms by which you, as an individual user ('Individual') or organisation (such as GP practices or primary care networks) ('Organisation') who has registered an Account (as defined below) with us (the 'User', 'your' and 'you') are permitted to access and use the Platform, as well as to set out our rights and obligations.

2.2 We encourage our Users to read these Terms thoroughly before creating an Account on the Platform. Within these Terms you will be informed of:

(a) how we provide the Services to you;
(b) details of any applicable fees;
(c) what to do in the event that you have any problems,

and other important information.

2.3. Please contact us using the details set out at clause 4.1 below if any of the information is unclear or further information is required.

3. By using the platform you accept these terms

3.1. By using our Platform and Services, you confirm that you accept these Terms without amendment and that you agree to comply with them.

3.2. If you do not agree to these Terms, you must not use the Platform or the Services.

4. How to contact us

4.1. To contact us, please email info@gpwidget.com.

4.2. If we need to contact you, we will do so by writing to you at the email address you provided to us when you registered an Account (as defined below) with us.

5. Onboarding

5.1. Certain types of Users, upon using the Platform for the first time may be required to create an account (an 'Account') with us in order use the Platform and/or access the Services.

5.2. If you are an Individual, we may request some or all of the following information in order to create your Account and/or at other times as you use the Platform (as appropriate):

(a) your full name;
(b) your email address;
(c) your address;
(d) your telephone number;
(e) your date of birth;
(f) your bank account details or billing details associated with any automated billing services (subject to the Subscription type); and/or
(g) NHS number.

5.3. If you are an Organisation we will request the following information in order to create your Account:

(a) the full name of the account holder;
(b) the email address of the account holder;
(c) the name of the Organisation;
(d) the address of the Organisation; and
(e) the Organisations bank account details or billing details associated with any automated billing services.

5.4. GP Widget requires Users to enter an email and password to access the Platform. This is set by you when you sign up for an Account and can be reset by you at any time on the Platform.

5.5. An Organisation may create an Account on behalf of an Individual. The Individual will then be required to verify their email address and reset their password.

5.6. GP Widget will register you with an Account based on the type of subscription you sign up for ('Subscription') set out in our Pricing page and your preferences relating to certain Services that will affect the Fees chargeable to you by GP Widget as detailed in clause 9.

5.7. By creating an Account with us, you guarantee that the information you provided to us is accurate, complete and current at all times.

5.8. We have no obligation to honour your request to create an Account and may elect in our sole and absolute discretion to refuse your request to do so without giving any reason.

5.9. You will receive an email confirmation from GP Widget when your Account has been set up at which point and on which date (the 'Commencement Date') a contract will come into existence between you and us (the 'Contract').

5.10. You are responsible for the security of your Account details and/or login details associated with any relevant email account used to access your Account. GP Widget will accept no responsibility for any loss or damage suffered to any User as a result of sharing any Account details, including but not limited to sharing or losing any relevant email account login details or any security breach related to such email account.

5.11. You must inform GP Widget immediately if you believe that your Account and/or login details associated with any relevant email account used to access your Account have been lost, stolen, misused, or compromised in any way. You irrevocably authorise GP Widget to take any measures we consider appropriate in our sole and absolute discretion to protect your Account and/or the Platform.

6. Term and termination

6.1. The Contract, unless otherwise terminated as provided in this clause 6, shall commence on the relevant Commencement Date and shall continue for the relevant term as set out in Annex 1 in accordance with the Subscription type (the 'Subscription Term') and, thereafter, shall be automatically renewed on a rolling basis for successive periods equal to the length of the initial Subscription Term (each a 'Renewal Period'), unless:

(a) either party notifies the other of termination, in writing, at least fourteen (14) days before the end of the Subscription Term or any Renewal Period, in which case the subscription shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions in these Terms.

We may terminate the Contract and your access to the Platform immediately if:

(a) you are in material breach of any of the provisions, paragraphs or terms contained in these Terms and either the breach is incapable of remedy or the breach is not remedied within a period of seven (7) days after we have given you written notice of it.
(b) if you fail to pay any amount due under these Terms on the due date for payment and remain in default not less than twenty-one (21) days after being notified to make such payment;
(c) any information provided by you is found to be untrue, inaccurate, out of date or incomplete;
(d) if you act in any way that has brought, or could bring, GP Widget into disrepute or is unacceptable to GP Widget;
(e) if you commit any criminal offence; or
(f) we can no longer provide the Platform to you.

6.3. Without affecting any other right or remedy available to it, either party may terminate these Terms and your access to the Platform immediately at any time by writing to you, for reasons including but not limited to, the following:

(a) the other Party, in the case of a private company, suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (the 'IA 1986') as if the words 'it is proved to the satisfaction of the court' did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(b) the other party, as above, commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one (1) or more other companies or the solvent reconstruction of that other party;
(c) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one (1) or more other companies or the solvent reconstruction of that other party;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(f) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen (14) days;
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3(c) to clause 14.3 (j) (inclusive);
(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(k) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy; or
(l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

6.4. On termination of the Contract for any reason:

(a) all licences granted under these Terms shall terminate and the User shall immediately cease all use of the Platform;
(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; and
(c) 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.

7. Services

7.1. Once your Account has been created, GP Widget will endeavour to allow you to access our Platform and access the Services. We will supply the Services to you until you terminate your Account with us or we end the Contract in accordance with these Terms.

7.2. The level of Services supplied to you and your access to the Platform will be subject to the type of Subscription you sign up for.

7.3. An Organisation may invite Users to join the Platform and/or become a member of the Organisation on the Platform ('Member') Notifications may be made by mobile, email and/or via the Platform. Users can be Members of multiple Organisations

7.4. The User must provide GP Widget with information and data in its possession as soon as possible in order to facilitate GP Widget's identification and correction of faults.

7.5. It is your responsibility to ensure that:

(a) you cooperate with us in all matters relating to the Services;
(b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(c) you allow us access to any such business operations as we require in order to carry out the Services.

7.6. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.5 ('Your Default'):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 6;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7.7. GP Widget:

(a) does not warrant that:

(i) the User's use of the Services and the Platform will be uninterrupted or error-free; or
(ii) the Platform will be free from Vulnerabilities or Viruses,

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and the User acknowledges that the Services and the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8. Fees

8.1. Our Platform is currently made available to Users on a tiered basis depending on the type of Subscription set out in Annex A. The tier is based on the Services that the User wishes to access via the Platform. The fee payable (if any) is based on the Subscription elected for by the User ('Fees').

8.2. You shall on making an Account, provide GP Widget with valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise us to bill such credit card:

(a) on the Commencement Date for the initial Fee payable in respect of the initial Subscription Term;
(b) subject to annex 1, on the first day of each Renewal Period for the Fee payable in respect of that Renewal Period.

8.3. You acknowledge and understand that you are responsible for ensuring your correct payment preference and bank details are provided to GP Widget.

8.4. All amounts payable or referred to in these Terms shall be payable in pounds sterling.

8.5. We shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon thirty (30) days' prior notice to the User and these Terms shall be deemed to have been amended accordingly.

9. Availability of the platform

9.1 GP Widget does not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We shall not be liable for any loss or damage caused by any inability to access the Platform, or any feature or functionality of the Platform.

9.2. GP Widget may amend, suspend, withdraw or restrict the availability of all or any part of the Platform or platform for various reasons, including but not limited to, the following:

(a) dealing with technical problems or making minor technical changes, GP Widget will endeavour to provide technical support;
(b) updating the Platform to reflect changes in relevant laws and regulatory requirements; and
(c) making changes to the Platform as requested by you or notified by us to you.

9.3. We will try to give you reasonable notice of any suspension or withdrawal.

9.4. You are also responsible for ensuring that all persons who access the Platform and/or the Services through an internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

10. Your use of the platform and its content

10.1. All information available and displayed on the Platform (the 'Content') and the copyright and other intellectual property rights in that Content belongs to or has been licensed by GP Widget, unless specifically labelled otherwise.

10.2. You may access, view and use the Platform only in accordance with these Terms.

10.3. You are responsible for configuring your platform and/or website in order to access the Platform and are responsible for implementing your own Virus (as defined below) protection software.

10.4. You undertake to comply fully with any and all local, national or international laws and regulations that apply to your use of the Platform.

10.5. You shall:

(a) provide GP Widget with:

(i) all necessary co-operation in relation to these Terms; and
(ii) all necessary access to such information as may be required by GP Widget;

in order for GP Widget to provide you with access to the Platform and the Services.
(b) without affecting your other obligations under these Terms, comply with all applicable laws and regulations while using the Platform;
(c) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to GP Widget data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
(d) ensure that your network and systems comply with the relevant specifications provided by GP Widget from time to time.

10.6. The User must not at any point during their use of the Platform do anything which may circumvent GP Widget.

10.7. The User shall not distribute or transmit any material during the course of its use of the Platform 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 race, gender, colour, religious belief, sexual orientation, disability;
(f) is designed to facilitate or result in spam, or the unnecessary and/or unlawful use of personal data of other Users;
(g) is otherwise illegal or causes damage or injury to any person or property.

10.8. GP Widget reserves the right, without liability or prejudice to its other rights, to disable access to any material that breaches the provisions of this clause 10.7.

The User shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(c) access all or any part of the Platform in order to build a product or service which competes with GP Widget and/or the Services; or
(d) use the Platform to provide services to third parties; or
(e) use the Platform in any way or for any purpose that is unlawful or fraudulent; or
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform or any Content on it otherwise than in accordance with these Terms; or
(g) introduce or permit the introduction of, any worms, Trojan horses, viruses and other similar things or devices (each a 'Virus' and together the 'Viruses') any Virus into GP Widget's network and information systems.

10.9. The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify GP Widget.

10.10 You are expected at all times to be polite and respectful when using the Platform and agree to comply with these Terms and the Privacy Policy at all times.

11. Changes to these terms and the contract

11.1. Subject to the remaining provisions of this clause 11, no variation of these Terms shall be effective unless a new Contract is agreed in writing by each of the User and GP Widget (or their authorised representatives).

11.2. Notwithstanding clause 11.1, we may amend and update these Terms from time to time. We will notify you of any changes to these Terms by emailing you at the email address associated with your Account and/or by posting a notice on the Platform.

11.3. By continuing to use the Platform and/or by managing any returns or using any other service on the Platform after any change to these Terms has been notified to you in accordance with clause 11.2, you are deemed to have agreed to the amended Terms.

12. Disclaimers

12.1. We make all reasonable efforts to ensure that the Content contained on the Platform is complete, accurate and up to date. We make no warranties, representations or guarantees (express or implied) that this will always be the case.

12.2. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only and such links should not be interpreted as approved by us. We have no control over the contents of those sites or resources.

12.3. We have a no refund policy on all Subscriptions.

13. Limitation of liability and no warranty

13.1. Nothing in these Terms excludes or limits our liability for death or personal injury arising from negligence or fraud, or any other liability that cannot be excluded or limited by the laws of England and Wales.

13.2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform, or any Content on the Platform, whether express or implied.

13.3. The total liability of GP Widget under any Contract with you and these Terms is limited to the amount invoiced by GP Widget during the preceding twelve (12) months.

13.4. In no event shall GP Widget, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) the use of, or inability to use, the Platform;
(b) any injury or harm to you caused by another User;
(c) the use of, or reliance on, any Content displayed on the Platform.

13.5. GP Widget, its shareholders, directors, officers, employees and/or agents will not be liable for:

(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.

13.6. We will not be liable for any loss or damage caused by a Virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of the Platform.

13.7. You agree to indemnify and hold GP Widget and its related companies, and each of their respective shareholders, directors, officers, employees and agents harmless from and against any third party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Platform in breach of these Terms or your violation of any law or the rights of any third party.

13.8. In no event shall GP Widget, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than GP Widget;
(b) the User's use of the Services in a manner contrary to the instructions given to the User by GP Widget; or
(c) the User's use of the Services after notice of the alleged or actual infringement from GP Widget or any appropriate authority.

13.9. You acknowledge and agree that we are not responsible for the accuracy of any information published on the Platform by other Users and we do not warrant that any information appearing on the Platform is accurate, true or complete. If you believe that any information appearing on the Platform is incorrect, you should inform GP Widget of the information that you consider to be inaccurate, and we will seek to inform the other User who posted the information that you consider it to be inaccurate. GP Widget specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Platform.

13.10. You acknowledge that you bear responsibility for your own decisions and GP Widget shall not be held liable for any decision made, or action taken based upon reliance or use of the resources obtained via the Platform.

13.11. Although we endeavour to provide Customers with technical support, our responsibility is limited to an operator of the Platform.

How we may use your personal data

14.1. In this clause 16, 'Data Protection Legislation' means all applicable data protection and privacy legislation in force from time to time in the UK including the UK implementation of the General Data Protection Regulation ((EU) 2016/679) as implemented by the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, to the extent that the General Data Protection Regulation ((EU) 2016/679) applies to the processing of any Personal Data, such legislation as in force from time to time.

14.2. GP Widget will comply with all Data Protection Legislation. This clause 14.2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

14.3. Details of GP Widget's approach to processing personal data can be found in our Privacy Policy.

14.4. GP Widget is the data controller in respect of any personal data that the User provides to GP Widget when signing up to and using the Platform.

14.5. The Organisation is the data controller in respect of any personal data provided by a User directly to the Organisation when using the Services or engaging with the Organisation on the platform.

14.6. We may from time to time provide Organisations with personal data in respect of a User who engages with us regarding the Organisation. GP Widget is the data controller in respect of such personal data and you undertake to comply with the Data Protection Legislation and any processing agreement in place between you and us when processing such personal data.

15. Intellectual property rights

15.1. The User acknowledges and agrees that GP Widget and its licensor(s) are the sole owners of and all intellectual property rights in, the Platform, which includes any software, domains, and Content made available through the Platform. The Platform is protected by UK and other intellectual property rights laws. All such rights are reserved.

15.2. Subject to the User paying any relevant Fees in accordance with clause 8, GP Widget permits Users who have created an Account to use the Platform a terminable, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services, the Platform and its operating applications during the Subscription Term (the 'Rights').

15.3. Except as expressly stated herein, these Terms do not grant the User 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 Platform.

15.4. The User may not sell, export, license, modify, copy, distribute or transmit the Platform (or any part of it) without GP Widget's prior express written consent. The User acknowledges and agrees that GP Widget retains full and complete ownership of the granted Rights, the right to dispose of them and to freely grant licences thereof to whomsoever it chooses.

15.5. Any unauthorised use of the Platform may result in the termination of the limited licence granted by GP Widget. GP Widget reserves the right to terminate the limited licence in respect of the User in its sole and absolute discretion.

15.6. GP Widget and its graphics, logos, icons and service names related to the Platform are registered and unregistered trademarks or trade dress of GP Widget. They may not be used without GP Widget's prior express written permission.

15.7. All other trademarks not owned by GP Widget that appear in connection with the Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by GP Widget. GP Widget accepts no liability for any unauthorised use of any trademarks by any User or third party.

15.8. When you create an Account with us and post and/or upload content, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and use that content in connection with the Services and across different media, including to promote the Platform or the Services, until the expiry of the Subscription Term or for such period of time as we require to use such material in conjunction with other materials on the Platform.

15.9. Notwithstanding the previous provisions of this clause 15, each of the User and GP Widget retain all rights and title to its intellectual property rights including in its brand or trade names.

16. What security measures does gp widget have in place?

16.1. Whilst GP Widget has implemented commercially reasonable technical and organisational measures to secure the any personal data from unauthorised use, GP Widget cannot guarantee that unauthorised third parties will never be able to defeat those measures. GP Widget accepts no liability for any losses associated with any unauthorised use.

16.2. The User acknowledges that it provides personal and other information at its own risk.

16.3. By downloading, using and/or accessing in any way the Platform and/or material provided through the Platform, the User consents to receiving electronic communications and notices from GP Widget.

16.4. The User agrees that any notice, agreement, disclosure or other communications that GP Widget sends to the User electronically will satisfy any legal communication requirements, including that such communications be in writing.

16.5. The above provisions of this clause 23 shall continue to apply for a period of one (1) year from termination or expiry of the Subscription Term.

17. Other important terms

17.1. In providing you with access to the Platform and the Services, GP Widget reserves the following rights, and, in accessing, browsing or otherwise using the Platform, you grant to us and agree GP Widget shall have the following rights:

(a) the right to refuse or withdraw your right to use the Services or access the Platform without liability, in accordance with applicable laws for any reason at any time (with or without notice) if, in GP Widget's sole and absolute discretion, you violate, attempt to violate or breach any of these Terms or applicable law;
(b) the right to amend or update the Platform, any charges for payment, billing methods or these Terms from time to time;
(c) the right to without notice, remove Content or materials from your account for any reason whatsoever at our sole and absolute discretion, including without limitation Content which is unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, or where the account is used to propagate any such Content;
(d) the right to access your Account in order to respond to a request for technical support so long as we maintain reasonably appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data; and
(e) the right to terminate, without notice, your Account and delete any associated data from the Platform if your Account has been inactive or disabled for ninety (90) days or more.

17.2. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to terminate these Terms no less than seven (7) business days' after we tell you about our intention to transfer.

17.3. You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.

17.4. These Terms are between you and us. No other person or entity shall have any rights to enforce any of these Terms.

17.5. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

17.6. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of you breaching any of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

17.7. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.8. These Terms, as amended from time to time, together with our Privacy Policy constitute the entire agreement between you and GP Widget in relation to your use of the Platform and supersede any prior representations, inducements or agreements relating to its subject matter.

17.9. You agree that these Terms and any claim, dispute or controversy arising out of in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims), the Platform, GP Widget's advertising or any related transaction between you and GP Widget shall be governed by and construed in accordance with the law of England and Wales. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.