Terms & Conditions

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

• Account Holder: the User which holds the administrative account on Big Team Challenge for and on behalf of the Client and is the main point of contact for us.
• Big Team Challenge: the Big Team Challenge website(s) and device application(s) made available by us to you, including their underlying software, data and services.
• Business Day: a day other than a Saturday, Sunday or public holiday in Scotland.
• Challenge: A step and/or activity challenge initiative which is created, published, launched, run and managed online via Big Team Challenge by you for your Users to participate in.
• Challenge Order: has the meaning given to it in clause 8.2
• Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, professional advisers or subcontractors (“Representatives”) to the other party and that other party's Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
• Client Data: the data (including, but not limited to, data about Users, images, logos and chat messages) inputted or uploaded by you or your Users, or us on your (or your Users’) behalf, for the purpose of using the Services or facilitating your use of the Services.
• Data Processing Addendum: has the meaning given in clause 6.1.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained UK law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
• Effective Date: the date on which your registration on Big Team Challenge has been confirmed.
• Fees: the fees payable by you to us, including the Base Fee and Additional Fees (defined in clause 8), and as more particularly described in clause 8.
• Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• Participants: those of your Users participating in one of your Challenges.
• Permitted Purpose: has the meaning given to it in clause 2.1.
• Services: the services provided by us to you under this Agreement, namely making Big Team Challenge available to you for the Permitted Purpose.
• Term: has the meaning given in 13.1.
• Unauthorised Use: any breach of any of the provisions in clause 3.
• Users: those individuals listed as registered users in your administrative account on Big Team Challenge.
• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other genders. A reference to a statute, legislation, statutory provision or legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include any subordinate legislation made under that statute, legislation, statutory provision or legislative provision. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to “writing” or “written” includes email.

2.1 Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to use Big Team Challenge during the Term solely for the purpose of purchasing the ability to set up and publish Challenges for your Users in accordance with the functionality made available to you and for your internal business operations (the “Permitted Purpose”).

2.2 The Services provided to you under this Agreement are on a non-exclusive basis. This Agreement shall not prevent us from entering into similar agreements with, or granting the ability to create step/exercise challenges to, third parties (including clients similar to you), or from independently developing, using, selling or licensing documentation, software, products and/or services which are similar to those provided under this Agreement.

2.3 Whilst we provide you with the infrastructure from which to set up, launch and manage Challenges, you and the Account Holder are ultimately responsible for the general management of your Challenge and ensuring that Users are appropriately informed about the Challenge and are given sufficient time to register, organise their teams (where applicable) and participate in the Challenge prior to its commencement.

2.4 As part of Big Team Challenge, you have the option of using a chat function which allows your Users to message each other regarding your Challenge (the “Chat”). You can opt out of using the Chat through your challenge admin settings or by contacting us ([email protected]). Without prejudice to any of your obligations in respect of Client Data contained in this Agreement, you are responsible for, and responsible for monitoring, all content messaged or uploaded onto the Chat by each of your Users.

3.1 You warrant, represent and undertake that:

• a) you, the Client, are an individual or corporate entity within the UK, or a VAT-registered business in the EU (and are in a position to provide to us, upon request, your VAT registration number) or a business in another territory;
• b) you will provide us with all necessary co-operation in relation to this Agreement in order for us to provide the Services;
• c) you will not allow any User account to be used by more than one individual User unless it has been reassigned, with our prior written permission, to another individual User, in which case the prior User shall no longer have any right to access or use Big Team Challenge;
• d) the Users will use the Services and Big Team Challenge, and participate in Challenges, in accordance with the terms and conditions of this Agreement and you shall be responsible for any User's (including Account Holder’s) breach of this Agreement;
• e) your Account Holder and each of your Users will comply with our Terms and Conditions of Use as may be amended by us from time to time;
• f) you will actively monitor Big Team Challenge to ensure compliance by your Account Holder and each of your Users with sub-clause (e);
• g) you will not use, or permit any third party to use, Big Team Challenge other than in accordance with the Permitted Purpose. You shall use all commercially reasonable endeavours to prevent any unauthorised access to, or use of, Big Team Challenge and, in the event of any such unauthorised access or use, notify us as soon as possible;
• h) you shall not access, store, distribute, transmit, introduce or permit the introduction of any Viruses, or any material during the course of your use of Big Team Challenge that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or is otherwise illegal or causes damage or injury to any person, software, network, information or property. We reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause;
• i) you shall not, except to the extent expressly permitted by us or under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of, or distribute all or any portion of, Big Team Challenge in any form or media or by any means;
• j) you shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit Big Team Challenge, or otherwise make Big Team Challenge available to any third party, except that you may use Big Team Challenge for the Permitted Purpose, and make Big Team Challenge available to your Users, in accordance with its functionality; and
• k) you shall not access all or any part of Big Team Challenge in order to build a product or service which competes with Big Team Challenge.

3.2 You acknowledge that you are responsible for the legality, reliability, integrity, accuracy and quality of all Client Data and warrant that inputting the Client Data into Big Team Challenge, and our use of the Client Data pursuant to this Agreement, shall not infringe a third party’s Intellectual Property Rights. All Client Data inputted must adhere to our Terms and Conditions of Use (link above).

4.1 We warrant to you that we shall, during the Term, provide the Services to you on and subject to the terms of this Agreement and with reasonable skill and care and we shall use commercially reasonable endeavours to make Big Team Challenge available 24/7, except for planned or emergency maintenance (and we will try to give you as much reasonable notice in advance as we can of such maintenance) except that:

• a) the above-mentioned warranty does not apply to the extent of any non-conformance which is caused by breach of this Agreement or use of Big Team Challenge and the Services contrary to our instructions, or modification or alteration of Big Team Challenge or the Services by any party other than us or our duly authorised contractors or agents;
• b) we do not warrant or guarantee that any part of Big Team Challenge will completely:
  • i) meet your exact requirements;
  • ii) be free from error or uninterrupted; or
  • iii) be free from Viruses;
• c) we do not warrant or guarantee that Big Team Challenge will be accessible over the Internet in your territory, particularly as it may be blocked by your IT department, Internet service provider or a government firewall; and
• d) we accept no liability for delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services and use of Big Team Challenge may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.2 If the Services do not conform with the warranty in clause 4.1, we will use commercially reasonable endeavours to correct any such non-conformance as soon as reasonably practicable. Such correction or substitution constitutes your sole and exclusive remedy for any breach of that warranty.

4.3 We offer technical support for your Account Holder and Users each Business Day via email only and during regular business hours based on UK time. Any non-technical support (including queries in relation to your Challenge) is the responsibility of you and/or your Account Holder.

4.4 We warrant that we have all necessary right, title and/or licence to Big Team Challenge and your use of the Services in accordance with this Agreement shall not infringe a third party’s Intellectual Property Rights. However, we are not liable for any Intellectual Property Rights infringement claim or allegation made by a third party where: (a) the claim or allegation is in relation to a modification of Big Team Challenge not made by us; (b) the alleged infringement relates to an Unauthorised Use; (c) Big Team Challenge and/or the Services have been combined with other products, materials, data or services where, but for such combination, no infringement would have occurred; or (d) the claim or allegation is in relation to Client Data.

5.1 Each party shall comply with all applicable laws and regulations with respect to its activities under this Agreement

6.1 Both you and we shall adhere to, and comply with the: (a) Data Protection Legislation; and (b) terms of our data processing addendum document, as amended by us from time to time, which forms part, and is incorporated into the terms, of this Agreement and sets out, among other things, each party’s obligations with respect to the processing of personal data under this Agreement, the latest version of which can be found at https://app.bigteamchallenge.com/static/documents/btc-dpa-v2-2022.pdf.

6.2 Our User Privacy Policy addressed to Users can be found at https://app.bigteamchallenge.com/user-privacy and our Privacy Policy addressed to you can be found at https://app.bigteamchallenge.com/privacy

7.1 You acknowledge that the Services will from time to time enable or assist you and your Users to connect to services from third parties (for example, Google Maps or Fitbit) and that such connection is carried out solely at your own risk. We make 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 provider, or any transactions completed, and any contract or terms of use entered into by you or your User, with any such third-party provider. Any contract entered into, and any transaction completed via any third-party provider, which may be required in order for you to receive the Services, is between you (or the relevant User as the case may be) and the relevant third-party, and not us. We recommend that you refer to the third-party's terms and conditions (including any terms around acceptable use) and privacy policy prior to using their services. For further information about what personal data we may collect via such third-party providers, please visit our privacy policies (link in clause 6).

8.1 In consideration of the Services provided to you under this Agreement, you agree to pay the Fees to us in accordance with clause 8. For the avoidance of doubt, you, the Client, are responsible for payment of the Fees, not your Users.

8.2 To publish a Challenge, and make it available for your Participants, you will be required to complete the Challenge order within Big Team Challenge (the “Challenge Order”). You are required to pay us a fee for each Challenge that you publish. Immediately prior to publishing a Challenge, we will prompt you to pay an upfront fee (the “Base Fee”) as stated in the Challenge Order. The Base Fee covers a specified number of Participants in respect of that Challenge (the “Base Participant Number”) and such number is set out in the Challenge Order. A Challenge will not be able to go live, and Participants will not be able to participate in that Challenge, until you have paid to us the Base Fee in full. When paid, the Base Fee shall be non-refundable irrespective of whether the Challenge continues or completes or the number of Participants who end up participating in it.

8.3 You may, from time to time during a Challenge, add Participants to that Challenge in excess of the Base Participant Number. If that is the case:

• a) when the Challenge has completed (or terminated early in accordance with this Agreement), you will be invoiced the total fee, reflecting the number of Participants in that Challenge over and above the Base Participant Number, based on the rates applicable to you in the Challenge Order (“Additional Fees”); and
• b)you shall, within 14 days of the date of our invoice, pay to us the Additional Fees, unless otherwise agreed in writing.

8.4 You may have opted to pay Additional Fees at the time of paying the Base Fee or prior to completion of the Challenge. You acknowledge, however, that any Fees paid to us shall be non-refundable.

8.5 Whenever we send you an invoice for the Fees, or a proportion of the Fees where applicable, you shall, unless otherwise agreed in writing, pay to us the full amount set out in each invoice no later than 14 days from the date of issue of such invoice. All amounts due under this Agreement shall be paid by you to us in full without any set-off, counterclaim, deduction (including bank or international transfer or conversion fees) or withholding. Unless otherwise stated, sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes.

8.6 If we do not receive any payment from you after the date such payment has become due, without prejudice to any of our other rights and remedies, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then-current base lending rate of NatWest Group plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

8.7 We shall be entitled, from time to time during the Term, to revise the rates used to calculate our fees going forward. If we do, such revised rates will become applicable, and communicated, to you in respect of any subsequent Challenge you opt to launch, and any subsequent Challenge Order you opt to pay for, under this Agreement. Current rates can be found on our website.

8.8 Under no circumstance shall your failure to use the Services, or go ahead with the Challenge, affect the start or duration of the Term or Challenge, or any of your payment obligations set forth under this agreement.

8.9 Any discount granted by us in relation to a Challenge does not guarantee that any such or similar discounts will be available for any subsequent Challenges.

9.1 You acknowledge and agree that all Intellectual Property Rights in and to the Services and Big Team Challenge belong, and shall continue to belong, to Team Challenge Apps Ltd and/or its licensors.

9.2 We acknowledge that all Intellectual Property Rights in and to the Client Data belong, and shall continue to belong to, you and/or your licensors. You grant to us the following rights in relation to the Client Data:

• a) a non-exclusive, royalty-free, non-transferable right to process the Client Data for the purposes of our fulfilling our obligations under this Agreement (including the provision of Services to you); and
• b) a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, perpetual right to derive wholly anonymised, aggregated and/or statistical data from the Client Data for our commercial and internal use.

9.3 Other than the licences expressly granted under this Agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this Agreement, you shall have no rights in respect of Big Team Challenge, the Services or their associated goodwill, and you acknowledge that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in us.

10.1 The term Confidential Information does not include any information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 10); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) was known to the receiving party before the information was disclosed to it by the disclosing party; or (e) the parties agree in writing is not confidential or may be disclosed.

10.2 Each party shall keep the other party's Confidential Information confidential and shall not: (a) use any Confidential Information for any purpose other than to perform its obligations under the Agreement; or (b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.3 A party may disclose the other party's Confidential Information:

• a) to those of its Representatives who need to know that Confidential Information for the purposes of that party to perform its obligations under this Agreement, provided that: (i) it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and (ii) at all times, it is responsible for the Representatives' compliance with the confidentiality obligations set out in this clause 10; and
• b) to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

10.4 Provided we do not use Confidential Information other than in accordance with the aforementioned provisions in this clause, unless otherwise agreed, we can mention you in our marketing materials in order to demonstrate our relationship with you. Otherwise, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by applicable law.

10.5 The provisions of this clause 10 shall continue to apply after termination of this Agreement.

11.1 Notwithstanding any other provision of this Agreement, neither party excludes or limits liability to the other party for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by its negligence; or (c) any matter for which it would be unlawful for the parties to exclude liability.

11.2 Except as expressly and specifically provided in this Agreement:

• a) you and your Users assume sole responsibility for the results and insights obtained from your use of Big Team Challenge, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to you or your Users by us in connection with the Services, or any actions taken by us at your direction;
• b) you are responsible for any Client Data posted or uploaded by your Users onto Big Team Challenge. We are not liable for any breach by any User of our Terms and Conditions of Use (link above);
• c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
• d) the Services and Big Team Challenge are provided to you and your Users on an "as is" basis.

11.3 We shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

• a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
• b) any loss or corruption (whether direct or indirect) of data or information;
• c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time) or business interruption;
• d) any loss or liability (whether direct or indirect) under or in relation to any other contract (including, without limitation, contracts you may have with your Users or contracts with any third party providers); or
• e) any other indirect or consequential loss.

11.4 Our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement any collateral contract shall in all circumstances be limited to the total amount of the Fees paid by you to us for your Challenge that was most recently active during the time the cause of action first arose.

12.1 Without effecting any other right or remedy available to us, we have the right, at any time, to suspend provision of the Services or availability of Big Team Challenge to you and/or your Users (including the right to disable your and/or your Users’ passwords and accounts) without liability if:

• a) you fail to pay the Fees (in part or in whole) in accordance with this Agreement; or
• b) we reasonably believe that you or one or more of your Users are using any part of Big Team Challenge other than in accordance with this Agreement or are otherwise engaged in Unauthorised Use;

and a suspension may continue until such time as the relevant issue is remedied to our reasonable satisfaction.

13.1 This Agreement shall be deemed to start on the Effective Date. Unless terminated earlier in accordance with this Agreement (including this clause 13), this Agreement shall continue until either:

• a) you terminate your account with us; or
• b) your account remains continuously inactive for 2 years (meaning that, within a 2-year period, you have not published, or been able to publish, a single Challenge or you have not had a live Challenge running at any time during that 2-year period) in which case, we will terminate your account with us

whichever of (a) or (b) occurs sooner. In the event of (a) or (b) (whichever occurs sooner), this Agreement shall then terminate. The period between the Effective Date and termination in accordance with this clause 13.1 shall constitute the “Term” for the purposes of this Agreement.

13.2 A Challenge shall start on the date on which you first publish it to make it available to your Users. Unless terminated earlier in accordance with this Agreement (including this clause 13), a Challenge shall end when it has completed in accordance with the Challenge Order. A Challenge can be terminated mid-Challenge either in accordance with this Agreement or by you requesting to us that we do so, however you acknowledge that, howsoever a Challenge ends, any pre-paid Fees in respect of a Challenge are non-refundable and you will be invoiced for any Additional Fees due in accordance with clause 8.

13.3 Without effecting any other right or remedy available to us, we may terminate this Agreement (including terminating your and your Users’ accounts) or any Challenge with immediate effect by giving written notice to you if:

• a) you fail to pay the Fees (in part or in whole) when they become due in accordance with this Agreement and such failure continues for a period of 14 days after the due date of payment despite our notifying you of the matter;
• b) after registering an account, you or your Account Holder fail to activate that account within 30 days of registration; or
• c) we reasonably believe that you or one or more of your Users are using any part of Big Team Challenge other than in accordance with this Agreement or are otherwise engaged in Unauthorised Use;

13.4 Without affecting any other right or remedy available to either of us, either party may terminate this Agreement or any Challenge with immediate effect by giving written notice to the other party if:

• a) the other party commits a material breach of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the agreement has been placed in jeopardy.

13.5 Termination of this Agreement shall not relieve you of your obligations to account for and pay to us any sums due hereunder.

13.6 On termination of this Agreement for any reason:

• a) any and all of your active Challenges shall cease and be deemed terminated;
• b) all licences granted to you under this Agreement shall immediately terminate and you shall immediately cease all use of the Services and Big Team Challenge;
• c) subject to the terms of the Data Processing Addendum, and our right in clause 9.2(b), we may destroy, dispose or otherwise anonymise any of the Client Data in our possession provided that we will not delete your Client Data if we receive from you, no later than 10 Business Days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of your Client Data. We shall use commercially reasonable endeavours to deliver the back-up to you within 45 days of receipt of such a written request, provided that you have, at that time, paid all Fees outstanding at, and resulting from, termination (whether or not due at the date of termination). You may be required to pay all reasonable expenses incurred by us in returning or disposing of Client Data; and
• d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.1 Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than payment of Fees) if that delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate this Agreement by giving 14 days' written notice to the other party.

14.2 Assignment. Neither party shall assign, transfer, mortgage, charge or declare a trust of any of its rights and obligations under this Agreement without the prior written consent of the other party. You are not entitled to transfer any Challenge to another party without our prior written authorisation. Notwithstanding the foregoing, we may assign this Agreement to any purchaser of all or substantially all of our assets, or to any successor by way of merger, consolidation or similar transaction.

14.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.4 Notices. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by:

• a) email to [email protected] or, when we want to serve notice on you, the email address as specified in your account on Big Team Challenge; or
• b) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or trading address.

Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside normal business hours in the place of receipt, when normal business hours resume.

14.5 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement 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 the agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement.

14.6 Variation. You may not vary any of the terms of this Agreement, including any additional terms, schedules or addenda referenced in this Agreement, without our prior written permission. We may vary or update the terms of this Agreement, including any additional terms, schedules or addenda referenced in this Agreement, upon written communication to you and such variation or update will be effective immediately or, in the case where you have any Challenges running, the date on which your next Challenge starts (and this Agreement, as amended, will apply to that next Challenge and any subsequent new Challenges) .

14.7 Severance. If any provision or part-provision of this agreement 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 this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause, 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.

14.8 No partnership or agency. Nothing in this agreement 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.9 Third party rights. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

This agreement 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 construed in accordance with Scots law. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).