AGREEMENT BETWEEN YOU AND M2R2 LTD

Vcomerz is one of the software and internet services offered by M2R2 LTD. The following terms and conditions apply to all such services provided by M2R2 LTD, not just Vcomerz.

M2R2 LTD reserves the right to modify these terms and conditions as necessary. Customers will be given as much notice as reasonably possible (via email and/or a pop-up splash screen when logging into any Vcomerz website or application), with a minimum of 30 days' notice, except when changes are due to applicable laws or regulations. Customers are responsible for regularly reviewing these terms, conditions, and notices. Continued use of M2R2 LTD's services after any changes indicates acceptance of those changes. Unless stated otherwise, any new services or features that alter or enhance the services will be subject to these terms and conditions, as updated periodically.

1. INTERPRETATION

1. 1.1 Definitions

   In these Conditions, the following definitions apply:

   • "Business Day": A day (excluding Saturdays, Sundays, and public holidays) when banks in Derby are open for business.
   • "Charges": The fees payable by the Customer for the Services, as outlined in condition 7.
   • "Commencement Date": Defined in condition 2.2.
   • "Conditions": These terms and conditions, as updated from time to time in accordance with condition 14.10.
   • "Contract": The agreement between M2R2 LTD and the Customer for the provision of Services, governed by these Conditions.
   • "Customer": The individual or entity purchasing Services from M2R2 LTD.
   • "Customer Data": Any data contained within any Deliverable, including data related to the Customer's clients and/or customers.
   • "Customer Default": Any act or omission by the Customer (or their sub-contractors or agents) or failure to fulfill any relevant obligation.
   • "Customer Feedback": Any feedback or suggestions provided by the Customer to M2R2 LTD regarding the Services and potential future services.
   • "Customer Materials": All instructions, requirements, specifications, materials, and other content provided by the Customer to M2R2 LTD (excluding Customer Feedback), including content uploaded into any Vcomerz Application or onto any hosting environment provided by M2R2 LTD.
   • "Customer Payment Service Providers": Third-party service providers enabling the Customer to receive payments via any website hosted by M2R2 LTD as part of the Services, including merchant acquirers and internet payment service providers (which may provide payment gateways).
   • "Customer's Log-In Details": The username and password required for the Customer to log in to any Vcomerz Website and/or Application.
   • "Deliverables":
     • For Vcomerz Standard Services: Any deliverables or output created through the use of such services by the Customer (e.g., the e-commerce website created using the Vcomerz Application and its hosting).
     • For Bespoke Services: The deliverables specified in the Quotation to be produced by M2R2 LTD for the Customer.
   • "Vcomerz Application": An application provided by M2R2 LTD to the Customer as part of the Services, accessible via the internet as a hosted application service or by other means.
   • "Bespoke Services": Custom services offered by M2R2 LTD, including Vcomerz store creation and migration.
   • "Vcomerz Materials": All materials, applications, and other content provided to the Customer by M2R2 LTD in the course of delivering any Service.
   • "Vcomerz Standard Services": Standard service offerings from M2R2 LTD.
   • "M2R2 LTD": M2R2 LTD, registered in England and Wales with company number 14622337, located at Suite No.3.4, Litchurch Plaza, Litchurch Lane, Derby, DE24 8AA.
   • "Vcomerz Website": The specific website operated by M2R2 LTD for a particular Service, such as the Vcomerz website accessed via https://www.vcomerz.com.
   • "Inappropriate Content": Content that infringes applicable laws, regulations, or third-party rights, including obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, or violent material, or content that breaches third-party Intellectual Property Rights or constitutes harassment.
   • "Intellectual Property Rights": All patents, rights to inventions, utility models, copyrights, trademarks, service marks, trade names, domain names, trade dress, goodwill, rights to sue for passing off, unfair competition rights, design rights, software rights, database rights, topography rights, moral rights, confidential information rights (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered, including applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection worldwide.
   • "Order":
     • For Vcomerz Standard Services: The Customer's order for services made by completing the "Sign Up" process via the Vcomerz Website.
     • For Bespoke Services: The Customer's written acceptance of M2R2 LTD's Quotation.
   • "Quotation": Following receipt of the Customer's Requirements for Bespoke Services, M2R2 LTD's description of the Bespoke Services (which may differ from the Customer's initial request) and the cost quotation for providing such services.
   • "Requirements": The Customer's specified needs for Bespoke Services from M2R2 LTD, communicated prior to the creation of a Quotation.
   • "Service Levels":
     • For Vcomerz Standard Services: The service levels described on the relevant M2R2 LTD website.
     • For Bespoke Services: The service levels outlined in the applicable Quotation.
   • "Services": The Vcomerz Standard Services and/or Bespoke Services ordered by the Customer.
   • "Specification":
     • For Vcomerz Standard Services: The detailed description of the Services as outlined in the "overview" section of the relevant Vcomerz Website.
     • For Bespoke Services: The specification detailed in the applicable Quotation.
   • "Virus": Any software, code, file, or program that can prevent, impair, or adversely affect the operation of any computer software, hardware, network, telecommunications service, equipment, or other service or device; impair access to or the operation of any program or data; or adversely affect the user experience, including worms, trojan horses, viruses, and similar threats.
2. 1.2 Construction

   In these Conditions, the following rules apply:

   • A person includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality).
   • A reference to a party includes its successors or permitted assigns.
   • A reference to a statute or statutory provision includes any amendments or re-enactments of that statute or provision.
   • The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF CONTRACT

1. 2.1 The Order represents the Customer's offer to purchase the specified Services under these Conditions.
2. 2.2 The Order is considered accepted:
   1. (i) for Vcomerz Standard Services, when M2R2 LTD grants online access to the services and receives the initial payment from the Customer;
   2. (ii) for Bespoke Services, when M2R2 LTD provides written acceptance of the Order. The Contract is established on this date ("Commencement Date").
3. 2.3 The Contract is the complete agreement between the parties. The Customer confirms that it has not relied on any statements, promises, or representations made by or on behalf of M2R2 LTD that are not included in the Contract.
4. 2.4 Each Vcomerz Website contains content not created by M2R2 LTD, such as:
   1. (i) links to other websites;
   2. (ii) customer testimonials;
   3. (iii) blogs by third parties (including customers).
   This content is for informational purposes only and does not make any representations about the Services. The parties agree that this content is not part of the Contract and has no contractual force.
5. 2.5 Any advertising by M2R2 LTD, and any descriptions or illustrations in M2R2 LTD's catalogues or brochures, are intended solely to provide a general idea of the Services. They are not part of the Contract and have no contractual force.
6. 2.6 These Conditions apply exclusively to the Contract, overriding any other terms the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3. SUPPLY OF SERVICES BY M2R2 LTD

1. 3.1 M2R2 LTD shall supply the Services as detailed in an accepted Order, in accordance with the Specification and the Service Levels in all material respects. The parties acknowledge the following regarding the application of the Service Levels:
2. 1. 3.1.1 The Service Level availability measure refers to an access point on M2R2 LTD's hosting provider's backbone network. It does not include the portion of the circuit outside the hosting provider's backbone, as the Customer is responsible for its own internet access. Availability excludes scheduled or emergency maintenance, Customer or third-party caused outages, and outages attributable to force majeure events under condition 14.3.
   2. 3.1.2 All measurements are performed at five-minute intervals and measure the availability of a test page within 30 seconds. Availability measurement shall be carried out by M2R2 LTD and is based on the monthly average percentage availability, calculated at the end of each calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month.
3. 3.2 The parties agree that any performance timescales specified by M2R2 LTD shall be estimates only and time shall not be of the essence for performance of the Services.
4. 3.3 M2R2 LTD shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and M2R2 LTD shall notify the Customer in any such event.
5. 3.4 M2R2 LTD warrants to the Customer that:
   1. 3.4.1 the Services will be provided using reasonable care and skill; and
   2. 3.4.2 It has the right to make available the Vcomerz Websites, the Vcomerz Applications and Vcomerz Materials for use by the Customer in the manner permitted under these Conditions.
6. 3.5 If M2R2 LTD's performance of any of its obligations under the Contract is prevented or delayed by any Customer Default:
   1. 3.5.1 M2R2 LTD shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays M2R2 LTD's performance of any of its obligations.
   2. 3.5.2 M2R2 LTD shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from M2R2 LTD's failure or delay to perform any of its obligations as set out in this condition 3.5; and
   3. 3.5.3 the Customer shall reimburse M2R2 LTD on written demand for any costs or losses sustained or incurred by M2R2 LTD arising directly or indirectly from the Customer Default.
7. 3.6 Where the Services include an obligation for M2R2 LTD to register a domain name, this will require M2R2 LTD to use the services of a third party. In such circumstances, the Customer acknowledges and agrees that the registration of such domain names will be subject to the relevant registrar's terms and conditions. In respect of Vcomerz System's current third party providers, these can be found through the following links:

Any complaints regarding a registration or usage of a domain name should be made to M2R2 LTD's Customer Support team on +447388306129 or emailed to support@vcomerz.com.

4. SERVICE RESTRICTIONS

1. 4.1 M2R2 LTD agrees to provide the Services to the Customer exclusively for the Customer's business purposes.
2. 4.2 The Customer shall not:
   1. 4.2.1 attempt to copy, duplicate, modify, create derivative works from, or distribute any part of the Vcomerz Materials or Vcomerz Applications, except as expressly permitted by these Conditions or by applicable law that cannot be excluded by agreement;
   2. 4.2.2 attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce any part of the Vcomerz Materials or Vcomerz Applications to a human-perceivable form, except as permitted by applicable law that cannot be excluded by agreement;
   3. 4.2.3 access any part of the Services to develop a product or service that competes with the Services;
   4. 4.2.4 use the Services to provide services to third parties (including any subsidiary or holding company of the Customer), whether for profit or not;
   5. 4.2.5 transfer any of its rights under a Contract, either temporarily or permanently, except as allowed under condition 14.4.2; or
   6. 4.2.6 attempt to obtain, or assist third parties in obtaining, access to the Services.
3. 4.3 The Customer shall use reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify the Supplier of any such unauthorized access or use. The Customer shall ensure that the Customer Log-in Details are kept secure and confidential at all times.

5. ACCEPTANCE OF SERVICES

1. 5.1 Vcomerz Standard Services The Vcomerz Standard Services are automatically accepted by the Customer upon placing the Order.
2. 5.2 Bespoke Services
   1. 5.2.1 Upon delivery of each Deliverable, the Customer will have access to it as specified in the Quotation. The Customer has seven working days from the notification of access to review the Deliverable and ensure it materially conforms to the Specification. If the Deliverable does not conform, the Customer must provide a detailed description of the non-conformance ("Defect") in writing within the seven-day review period ("Defect Notice").
   2. 5.2.2 A Deliverable is considered accepted:
      1. 5.2.2.1 If no Defect Notice is received within the seven-day review period;
      2. 5.2.2.2 if the Customer uses any part of the Deliverable for purposes other than testing, despite any Defect Notice; or
      3. 5.2.2.3 if M2R2 LTD demonstrates that the Deliverable meets the Specification (including passing any acceptance tests specified in the Quotation), despite any Defect Notice.
   3. 5.2.3 If a Defect is due to a Customer Default ("Non-Vcomerz Defect"), the Deliverable is deemed accepted despite any Defect Notice. M2R2 LTD will assist the Customer in remedying any Non-Vcomerz Defect by providing additional services or products, for which the Customer will pay M2R2 LTD at the current fees and prices.

6. CUSTOMER OBLIGATIONS

1. 6.1 The Customer shall use the Vcomerz Websites, Vcomerz Applications, and Vcomerz Materials only as permitted by these Conditions.
2. 6.2 Customer Materials
   1. 6.2.1 Vcomerz Standard Services: All Customer Materials must be provided in the format required by the relevant Vcomerz Website or Application.
   2. 6.2.2 Bespoke Services: Unless otherwise agreed in writing, all text must be provided by the Customer in electronic format (ASCII text files delivered on CD via overnight courier, email, or FTP). All photographs and graphics should be provided either physically in high-quality print suitable for scanning or electronically in .gif, .jpeg, or .tiff format. Additional expenses for corrective work, media conversion, or external facility charges may be incurred and invoiced accordingly. While M2R2 LTD will make reasonable efforts to return any images or printed materials provided by the Customer, this cannot be guaranteed.
   3. 6.2.3 The Customer must ensure that the Customer Materials do not contain any Inappropriate Content or Viruses, nor cause any Deliverables to contain such content. M2R2 LTD permits the use of its Services for Customers in the "adult entertainment industry," provided there are no pornographic images or other content deemed offensive by M2R2 LTD.
   4. 6.2.4 If any Customer Materials are not fully owned by the Customer, free of encumbrances, the Customer must obtain all necessary third-party licenses and consents before providing such materials to M2R2 LTD (including uploading to any Vcomerz Website or Application).
3. 6.3 The Customer is solely responsible for the use and operation of the Deliverables. Specifically, the Customer shall:
   1. 6.3.1 Ensure compliance with all applicable laws and regulations in the use and operation of the Deliverables;
   2. 6.3.2 Obtain and maintain all necessary licenses, permissions, and consents required for the use and operation of the Deliverables before commencing such use;
   3. 6.3.3 Establish any necessary third-party contracts with Customer Payment Service Providers;
   4. 6.3.4 Ensure receipt of appropriate funds through Customer Payment Service Providers before performing any services or dispatching any goods.
4. The Customer should be aware of the Payment Card Industry rules (e.g., Visa, MasterCard, Maestro, EuroPay). M2R2 LTD does not process, transmit, or store any payment card details; this is handled by third-party payment gateways. The Customer must comply with all applicable Payment Card Industry rules. M2R2 LTD is not responsible for the acts or omissions of any Customer Payment Service Provider.
5. 6.4 If the Deliverable is a website, the Customer acknowledges that M2R2 LTD does not control content posted by visitors and does not monitor the site. M2R2 LTD reserves the right to remove content it reasonably suspects to be Inappropriate Content and will notify the Customer of any such allegations unless legally prohibited.
6. 6.5 The Customer shall cooperate with M2R2 LTD in all matters related to the Services and provide accurate information and materials as reasonably required by M2R2 LTD.
7. 6.6 For Bespoke Services involving website creation on a third-party server, the Customer must grant M2R2 LTD necessary access to storage directories, accessible via FTP. Additional resources may need to be configured depending on the project.
8. 6.7 Responsibility for Backing Up Data: M2R2 LTD will make periodic backups of the Deliverables as part of the relevant Service. These backups may be made outside the UK and EEA. The Customer must ensure backup of any critical data to prevent financial or other loss.
9. 6.8 Payment Card Information: The Customer must not use the Services to store payment card information after processing it.
10. 6.9 Customer Support: For security reasons, M2R2 LTD requires authentication of the Customer representative before providing support. M2R2 LTD reserves the right to deny support if authentication fails.

7. CHARGES AND PAYMENT

1. 7.1 Vcomerz Standard Services
   1. 7.1.1 The Charges for Vcomerz Standard Services are listed on the applicable Vcomerz Website at the time M2R2 LTD accepts the Order, as per condition 2.2.
   2. 7.1.2 M2R2 LTD reserves the right to adjust these Charges when necessary, providing the Customer with as much notice as reasonably possible, and at least 30 days' notice unless a change in laws or regulations affects the cost of providing the Service.
   3. 7.1.3 Invoicing: M2R2 LTD will invoice the Customer through the relevant Vcomerz Website.
   4. 7.1.4 Payment: Payment will be taken automatically after invoicing, using the payment method chosen by the Customer on the relevant Vcomerz Website.
2. 7.2 Bespoke Services
   1. 7.2.1 The Charges for Bespoke Services are specified in the Quotation, valid for 30 days from the date of issue. These Charges are not binding until M2R2 LTD accepts the Order as per condition 2.2. Any additional Bespoke Services requested by the Customer will be charged on a time and materials basis at M2R2 LTD's current rates.
   2. 7.2.2 M2R2 LTD reserves the right to adjust these Charges with written notice in the following circumstances:
      1. 7.2.2.1 When changes in laws or regulations affect the cost of providing the Service;
      2. 7.2.2.2 For ongoing maintenance services, with at least 14 days' written notice to the Customer.
   3. 7.2.3 Invoicing: The invoicing procedures for Bespoke Services will be as outlined in the Quotation.
   4. 7.2.4 Payment: Unless otherwise stated, payment of the Charges must be made in cleared funds before the commencement of Bespoke Services. If agreed otherwise in the Quotation, the Customer must pay each invoice by valid payment card, cheque, or bank transfer within 30 days of the invoice date, but always before the release of the Deliverables. Timely payment is essential. If payment is not made, M2R2 LTD may withhold the Deliverable.
3. 7.3 Special "new customer" offers or discounts are only available to new customers. Existing or previous customers are not eligible.
4. 7.4 All amounts payable under the Contract are exclusive of VAT unless stated otherwise. The Customer must pay any additional VAT amounts upon receipt of a valid VAT invoice from M2R2 LTD, at the same time as the payment for the Services.
5. 7.5 Failure to Pay by the Due Date: If the Customer fails to pay any amount due by the due date, M2R2 LTD may charge interest on the overdue amount at 7% per annum above the current base rate of Barclays Bank Plc, accruing daily from the due date until payment is made, and compounding quarterly.
6. 7.6 The Customer must pay all amounts due under the Contract in full, without any deductions or withholdings, except as required by law. The Customer cannot assert any credit, set-off, or counterclaim to justify withholding payment. M2R2 LTD may set off any amount owed to it by the Customer against any amount payable by M2R2 LTD to the Customer.

8. INTELLECTUAL PROPERTY RIGHTS

1. 8.1 The Services, Vcomerz Websites, and Vcomerz Applications: All Intellectual Property Rights related to the Services (including the Vcomerz Websites and Applications) are owned by M2R2 LTD. These Conditions do not grant the Customer any rights to these Intellectual Property Rights, except as expressly stated.
2. 8.2 Vcomerz Materials: All Vcomerz Materials are exclusively owned by M2R2 LTD.
3. 8.3 Customer Materials: The Customer retains all rights, title, and interest in the Customer Materials and is solely responsible for their legality, reliability, integrity, accuracy, and quality. The Customer grants M2R2 LTD a royalty-free, non-exclusive, worldwide license to use the Customer Materials as necessary to perform the Services.
4. 8.4 Customer Data:
   1. 8.4.1 The Customer retains all rights, title, and interest in the Customer Data and is solely responsible for its legality, reliability, integrity, accuracy, and quality. The Customer grants M2R2 LTD a royalty-free, non-exclusive, worldwide license to use the Customer Data as necessary to perform the Services.
   2. 8.4.2 M2R2 LTD will follow its backup procedures as described in condition 6.7. In case of any loss or damage to Customer Materials or data, M2R2 LTD will use reasonable efforts to restore the lost or damaged Customer Data from the latest backup. M2R2 LTD is not responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by third parties.
5. 8.5 Deliverables:
   1. 8.5.1 All Intellectual Property Rights in any Deliverables (excluding any Customer Materials or Customer Data contained within) are owned by M2R2 LTD. M2R2 LTD grants the Customer a non-exclusive license to these Intellectual Property Rights solely for the purpose of receiving the Services.
   2. 8.5.2 If the Customer wishes to use any Deliverable (or any part of it, such as artwork or graphic logos designed by M2R2 LTD) beyond the originally intended scope, M2R2 LTD may agree to this under a separate agreement.

9. DATA PROTECTION

1. 9.1 If M2R2 LTD processes any personal data (as defined in the Data Protection Act 1998) on behalf of the Customer while fulfilling its contractual obligations, the parties agree that the Customer is the data controller and M2R2 LTD is the data processor. In such cases:
   1. 9.1.1 The Customer must ensure it has the right to transfer the relevant personal data to M2R2 LTD, allowing M2R2 LTD to lawfully process the data in accordance with this agreement.
   2. 9.1.2 Both parties must implement appropriate technical and organizational measures to protect the personal data from unauthorized or unlawful processing, and from accidental loss, destruction, or damage.
2. 9.2 Unless otherwise specified in the relevant Order, the Customer agrees to allow M2R2 LTD to collect and process data regarding the Customer's use of the Services. This data may be shared with:
   1. (i) sub-contractors and/or affiliated companies for marketing M2R2 LTD's (or its affiliates') services or related services;
   2. (ii) for any purpose connected with the Agreement; or
   3. (iii) any governmental or regulatory body to ensure compliance with applicable laws and regulations. M2R2 LTD will provide the Customer with details of all such information held upon request and will correct any inaccuracies as advised by the Customer.
3. 9.3 M2R2 LTD may occasionally send the Customer information about its services or those of other companies that may be of interest. If the Customer does not wish to receive such information, they should notify M2R2 LTD in writing.

10. CONFIDENTIALITY

A party ("Receiving Party") must maintain strict confidentiality regarding all technical or commercial know-how, specifications, inventions, processes, or initiatives of a confidential nature disclosed by the other party ("Disclosing Party"), its employees, agents, or subcontractors. This also includes any other confidential information about the Disclosing Party's business, products, or services that the Receiving Party may acquire.

The Receiving Party shall limit the disclosure of such confidential information to its employees, agents, or subcontractors who need to know it to fulfill the Receiving Party's obligations under the Contract. The Receiving Party must ensure that these individuals are bound by confidentiality obligations equivalent to those binding the Receiving Party. This confidentiality obligation shall remain in effect even after the termination of the Contract.

11. LIMITATION OF LIABILITY & INDEMNITIES: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

1. 11.1 Nothing in these Conditions shall limit or exclude M2R2 LTD's liability for:
2. 11.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
3. 11.1.2 Fraud or fraudulent misrepresentation; or
4. 11.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5. 11.2 Subject to condition 11.1:
   1. 11.2.1 M2R2 LTD shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
      1. 11.2.1.1 Any loss of data (including Customer Data), as this should be backed up/archived by the Customer;
      2. 11.2.1.2 Any loss of Customer Materials, as these should be backed up/archived by the Customer;
      3. 11.2.1.3 Any breach of security (provided M2R2 LTD has used reasonable endeavours to prevent it);
      4. 11.2.1.4 Any loss of profit;
      5. 11.2.1.5 Any loss of business; or
      6. 11.2.1.6 Any indirect or consequential loss; arising under or in connection with the Contract.
   2. 11.2.2 M2R2 LTD's liability for any breach of Service Levels shall be limited to a refund of the Charges for the applicable month in which the failure occurred. Refund requests should be sent via email to: refund@vcomerz.com.
   3. 11.2.3 M2R2 LTD's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the value of the Services provided under the applicable Contract in a 12-month period.
6. 11.3 Indemnities: The Customer shall indemnify M2R2 LTD against any and all damages, losses, costs, and expenses incurred by M2R2 LTD arising from:
   1. 11.3.1 Any claims related to the use and/or operation of any Deliverable (except for claims that a Deliverable infringes third-party Intellectual Property Rights), including claims resulting from any products or services sold through any Deliverable;
   2. 11.3.2 Any claim that Customer Materials or Customer Data infringe third-party Intellectual Property Rights;
   3. 11.3.3 Any claim that Customer Materials or Customer Data constitute Inappropriate Content; and
   4. 11.3.4 Any Virus uploaded to M2R2 LTD by the Customer as a result of the Services.
7. 11.4 Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
8. 11.5 This condition 11 shall survive the termination of the Contract.

12. TERMINATION

1. 12.1 Without limiting its other rights or remedies, M2R2 LTD may terminate the Contract immediately by giving written notice to the Customer if:
   1. 12.1.1 The Customer fails to pay any amount due under this Contract on the due date;
   2. 12.1.2 The Customer commits a material breach of the Contract and, if remediable, fails to remedy it within 7 days of being notified in writing;
   3. 12.1.3 The Customer suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, or admits inability to pay its debts. This includes situations where the Customer is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 (for companies) or section 268 of the Insolvency Act 1986 (for individuals), or if any partner in a partnership is affected;
   4. 12.1.4 The Customer begins negotiations with creditors to reschedule debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
   5. 12.1.5 A petition is filed, notice is given, a resolution is passed, or an order is made for the winding up of the Customer (if a company), except for a solvent amalgamation or reconstruction;
   6. 12.1.6 The Customer (if an individual) is the subject of a bankruptcy petition or order;
   7. 12.1.7 A creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration, or similar process is levied or enforced on, any part of the Customer's assets, and it is not discharged within 14 days;
   8. 12.1.8 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 an administrator is appointed over the Customer (if a company);
   9. 12.1.9 A floating charge holder over the Customer's assets (if a company) becomes entitled to appoint or has appointed an administrative receiver;
   10. 12.1.10 A person becomes entitled to appoint a receiver over the Customer's assets, or a receiver is appointed over the Customer's assets;
   11. 12.1.11 Any event occurs or proceeding is taken in any jurisdiction to which the Customer is subject that has an equivalent or similar effect to any of the events mentioned in conditions 12.1.3 to 12.1.10;
   12. 12.1.12 The Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
   13. 12.1.13 The Customer (if an individual) dies or becomes incapable of managing their own affairs due to illness or incapacity, or becomes a patient under any mental health legislation.
2. 12.2 Without limiting its other rights or remedies, M2R2 LTD may terminate the Contract immediately (and will provide notice to the Customer as soon as reasonably practicable, where permitted by applicable laws and regulations) if:
   1. 12.2.1 M2R2 LTD is required by an appropriate authority or third party to cease providing the Vcomerz Services to the Customer, such as receiving an order from the Police;
   2. 12.2.2 Any content hosted by M2R2 LTD as part of the Services (including any website) is subject to a denial of service attack or similar event;
   3. 12.2.3 The Customer or its agents or representatives behave in a manner that M2R2 LTD considers abusive or threatening.
3. 12.3 Without limiting its other rights or remedies, either party may terminate for convenience in the following circumstances:
   1. 12.3.1 For Vcomerz Standard Services, by giving at least 7 days' notice (in writing or by contacting customer services) before the next billing date;
   2. 12.3.2 For Bespoke Services, before the completion/release of a Deliverable, provided that:
      1. (a) If within 48 hours after acceptance by M2R2 LTD, M2R2 LTD will refund 25% of the total down payment received, with no further obligations to the Customer;
      2. (b) If 48 hours or more after acceptance, M2R2 LTD may charge for design work performed up to the cancellation notice date, based on either the number of hours worked at standard rates or for all accepted milestones and a pro-rated amount for partially completed deliverables.
4. 12.4 Without limiting its other rights or remedies, M2R2 LTD may suspend the Services under the Contract or any other contract with the Customer if the Customer becomes subject to any of the events listed in conditions 12.1.1 to 12.1.13 or conditions 12.2.1 or 12.2.2, or if M2R2 LTD reasonably believes the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

1. 13.1 M2R2 LTD shall be entitled to delete all data, files, or other information that is stored by M2R2 LTD at that time (or within a reasonable time thereafter), which shall include all Deliverables, Customer Materials, and Customer Data.
2. 13.2 The Customer shall immediately pay to M2R2 LTD all outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, M2R2 LTD shall submit an invoice, which shall be payable by the Customer immediately upon receipt.
3. 13.3 The Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then M2R2 LTD may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
4. 13.4 The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
5. 13.5 Conditions which expressly or by implication have effect after termination shall continue in full force and effect.

14. CANCELLATION POLICY

The Customer may cancel their products and services with M2R2 LTD by giving at least 7 day's notice either by telephone to the M2R2 LTD Cancellation Department or in writing to the M2R2 LTD Head Office.

15. GENERAL

1. 15.1 Marketing & Publicity: M2R2 LTD reserves the right to reference the Customer and/or feature the Customer's name, logos, product or service brand names, and/or any Deliverable in its marketing, advertising, and general promotion (including on the Vcomerz Websites).
2. 15.2 Customer Feedback:
   1. 15.2.1 M2R2 LTD values Customer Feedback as it helps improve services for all customers. By providing Customer Feedback, the Customer warrants and represents that it owns or controls the necessary rights and grants M2R2 LTD and its affiliates permission to:
      1. 15.2.1.1 Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such Customer Feedback; and
      2. 15.2.1.2 Sublicense to third parties the unrestricted right to exercise any of the foregoing rights with respect to such Customer Feedback. No compensation will be paid for M2R2 LTD's use of the Customer Feedback. M2R2 LTD is not obligated to post or use any materials provided by the Customer and may remove such materials at its sole discretion.
3. 15.3 Force Majeure:
   1. 15.3.1 A "Force Majeure Event" means an event beyond M2R2 LTD's reasonable control, including strikes, lock-outs, industrial disputes, utility service failures, acts of God, war, riot, civil commotion, malicious damage, compliance with laws or governmental orders, accidents, machinery breakdowns, fire, flood, storm, or supplier/subcontractor defaults. The Customer acknowledges that a failure by M2R2 LTD's internet connection providers constitutes a Force Majeure Event.
   2. 15.3.2 M2R2 LTD shall not be liable for any delay or failure to perform its obligations due to a Force Majeure Event.
   3. 15.3.3 If a Force Majeure Event prevents M2R2 LTD from providing Services for more than 4 weeks, M2R2 LTD may terminate the Contract immediately by giving written notice to the Customer.
4. 15.4 Assignment and Subcontracting:
   1. 15.4.1 M2R2 LTD may assign, transfer, charge, subcontract, or deal with its rights and obligations under the Contract at any time.
   2. 15.4.2 The Customer shall not assign, transfer, charge, subcontract, or deal with its rights or obligations under the Contract without M2R2 LTD's prior written consent.
5. 15.5 Notices:
   1. 15.5.1 Any notice or communication required under the Contract must be in writing and delivered personally, by prepaid first-class post, recorded delivery, commercial courier, or fax to the other party's registered office or principal place of business.
   2. 15.5.2 Notices are deemed received if delivered personally, when left at the specified address; if sent by prepaid first-class post or recorded delivery, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and time the courier's delivery receipt is signed; or if sent by fax, on the next Business Day after transmission.
   3. 15.5.3 This condition does not apply to the service of legal proceedings or documents. "Writing" does not include emails, and notices under the Contract are not valid if sent by email.
6. 15.6 Waiver:
   1. 15.6.1 A waiver of any right under the Contract is only effective if in writing and does not constitute a waiver of any subsequent breach or default. No delay or failure to exercise any right or remedy shall constitute a waiver, nor preclude or restrict further exercise of that or any other right or remedy.
   2. 15.6.2 Rights under the Contract are cumulative and do not exclude rights provided by law.
7. 15.7 Severance:
   1. 15.7.1 If any provision of the Contract is found invalid, illegal, or unenforceable by a court or competent authority, that provision shall be deemed deleted to the extent required, without affecting the validity and enforceability of the remaining provisions.
   2. 15.7.2 If an invalid, unenforceable, or illegal provision would be valid, enforceable, and legal if part of it were deleted, the provision shall apply with the minimum modification necessary.
8. 15.8 No Partnership: Nothing in the Contract constitutes a partnership or joint venture between the parties, nor authorizes any party to act as an agent for another. No party has authority to bind another in any way.
9. 15.9 Third Parties: A person who is not a party to the Contract has no rights under or in connection with it.
10. 15.10 Variation: Except as set out in these Conditions, any variation to the Contract, including additional terms and conditions, shall only be binding when agreed in writing and signed by M2R2 LTD.
11. 15.11 Governing Law and Jurisdiction: The Contract, and any disputes or claims arising from it (including non-contractual disputes or claims), shall be governed by English law, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.