微微草视频

1. Definitions and Interpretation

1.1 Defined terms

In this Agreement, the following words have the meanings given below:

"Agreement"

These Terms and Conditions, together with any order confirmation issued by 微微草视频 in respect of Paid Products, and any other documents expressly incorporated by reference.

"Authorised User"

(a) where you are an individual purchasing for your own use: you; or (b) where you are an organisation: each individual authorised by you to access and use the Platform and the Content, up to the number of licences purchased.

"Business Day"

Any day other than a Saturday, Sunday or public holiday in England and Wales.

"Commencement Date"

The date on which access to the relevant Paid Products is made available to you through the Platform following receipt of payment in full.

"Completion Certificate"

A certificate issued by 微微草视频 to an Authorised User confirming that the Authorised User has successfully completed a course on the Platform.

"Confidential Information"

All information disclosed by one party to the other in connection with this Agreement that is marked as confidential, or that a reasonable person would consider to be confidential given its nature and the circumstances of disclosure, including the terms of this Agreement, each party's business plans, pricing, systems, customer information, and course content.

"Consumer"

An individual who purchases Paid Products for purposes wholly or mainly outside their trade, business, craft or profession. For the avoidance of doubt, individuals purchasing training for use in their employment or professional role will not normally be Consumers.

"Content"

All e-learning courses, training materials, assessments, videos, graphics, text, data, and other materials made available through the Platform by 微微草视频 or its licensors from time to time.

"Customer"

The individual or organisation that has accepted these Terms. References in these Terms to "you" and "your" have the same meaning.

"Data Protection Laws"

The UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019), the Data Protection Act 2018, and all other applicable laws and regulations in force from time to time relating to the processing of personal data and privacy.

"End User Terms"

The end user terms and conditions that each Authorised User must accept on first accessing the Platform, as updated by 微微草视频 from time to time.

"Fees"

The price payable for Paid Products, as displayed at the point of purchase on the Platform, inclusive of VAT where applicable.

"Initial Term"

The access period for the relevant Paid Products, as specified at the point of purchase.

"Insolvency Event"

In respect of a party: the passing of a resolution for that party's winding up; the making of an administration order in respect of that party; the appointment of a receiver, administrator, liquidator, supervisor, trustee in bankruptcy or similar officer over any of that party's assets; that party entering into a voluntary arrangement with its creditors; that party being unable to pay its debts as they fall due; or any event analogous to the foregoing in any jurisdiction.

"Intellectual Property Rights"

Patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and goodwill, the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), topography rights, and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for, and all renewals and extensions of, such rights, in any part of the world.

"Management Information"

The data accessible to you through the Platform administrator account in respect of your Authorised Users, including course enrolment records, individual and aggregated progress data, assessment results, and completion status.

"Paid Products"

Any course, bundle, licence, or other paid-for product purchased from 微微草视频 through the Platform or otherwise.

"Personal Data"

Has the meaning given in Data Protection Laws.

"Platform"

The Training Hub online learning management system operated by 微微草视频 Solutions Ltd and accessible at , through which the Content is delivered to Authorised Users.

"Platform Management Account"

An account designated by an organisation which enables an authorised individual to administer access to the Platform, including assigning courses and viewing learner progress reports. References in these Terms to a "platform administrator" mean a user of a Platform Management Account.

"Privacy Notice"

微微草视频's privacy notice applicable to users of the Platform, as updated from time to time and accessible at skillsforcare.org.uk/privacy.

"Renewal Term"

Where a subscription or renewable product is purchased, any renewal period as described at the point of purchase or in the order confirmation.

"微微草视频"

微微草视频 and its wholly owned subsidiary 微微草视频 Solutions Ltd.

"微微草视频 Solutions Ltd"

The entity responsible for the sale and supply of products via the Platform.

"Term"

The Initial Term together with any subsequent Renewal Term or Renewal Terms.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

• a reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and includes all subordinate legislation made under it; and
• any phrase introduced by "including", "include", "in particular", "for example", or any similar expression is illustrative only and does not limit the sense of the words preceding it.

1.3

These Terms and Conditions take effect when you accept them in the manner described above, or when you complete a purchase on the Platform, whichever is earlier.

1.4

微微草视频 may update these Terms and Conditions from time to time. The updated version will be posted on the Platform. Where changes are material, 微微草视频 will take reasonable steps to notify registered users before the change takes effect. Continued use of the Platform after the effective date of any update constitutes acceptance of the updated Terms. In the event of any conflict between these Terms and an order confirmation issued by 微微草视频, the order confirmation prevails. If you are a Consumer and do not accept a material change, you may cancel any active subscription without penalty by giving written notice to 微微草视频 before the change takes effect.

2. Licence Grant

2.1

In consideration of payment of the applicable Fees (where Paid Products are purchased), 微微草视频 grants to you a non-exclusive, non-transferable, revocable licence during the Term to:

• access and use the Platform for the purposes of administering your Authorised Users and accessing Management Information; and
• permit the number of Authorised Users purchased to access and use the Content on the Platform for the purpose of completing the courses or Paid Products purchased.

2.2

The licence granted in clause 2.1 does not permit:

• you or any Authorised User to use the Platform or the Content for any purpose other than your own internal training purposes;
• access by more Authorised Users than the number of licences purchased;
• any sub-licensing, resale, sharing, or transfer of access rights, except as expressly permitted under clause 3.4; or
• any use of the Platform or the Content in connection with providing training services to third parties.

2.3

The licence granted under this clause 2 will only take effect once payment of the applicable Fees has been received in full by 微微草视频 in cleared funds. No access to the Platform or any Paid Products will be provided until that time.

2.4

Any reference in this Agreement to access being made available, or to the Commencement Date, is subject to receipt of payment in full.

3. Authorised Users and Platform Administration

3.1

Where you are an organisation, you may designate at least one platform administrator. The platform administrator is responsible for managing Authorised User accounts, assigning and removing access, and ensuring that the number of active user licences does not exceed the number purchased.

3.2

Where you are an organisation, before giving any Authorised User access to the Platform you must direct them to the Privacy Notice. Each Authorised User will be required to accept the applicable end user terms on first accessing the Platform, and you are responsible for their compliance with those terms. Where you are an individual, you are yourself the Authorised User and your use of the Platform is governed by these Terms.

3.3

You must ensure that each Authorised User keeps their log-in credentials confidential and does not share access with any other person. If you become aware of any unauthorised use of the Platform using credentials issued under this Agreement, you must notify 微微草视频 promptly at thetraininghub@skillsforcare.org.uk.

3.4

Where you are an organisation, you may access Management Information through the Platform administrator account. You acknowledge that Management Information constitutes Personal Data relating to your Authorised Users, and that your use of Management Information is subject to clause 9 and to your own obligations as an independent data controller under Data Protection Laws.

4. Acceptable Use

4.1

You must use the Platform and the Content only in accordance with this Agreement and, where you are an organisation, you must ensure that all Authorised Users do the same. Without limiting the generality of the foregoing, you must ensure that neither you nor any Authorised User:

• reproduces, copies, distributes, publishes, broadcasts, transmits, or makes available any Content or part of it to any person who is not an Authorised User, without the prior written consent of 微微草视频;
• modifies, adapts, translates, or creates derivative works from any Content;
• uses the Content for any commercial purpose, including providing training services to third parties;
• removes, conceals, or alters any copyright notice, trade mark, or other proprietary marking on or within the Platform or the Content;
• uses another person's log-in credentials or permits another person to use their credentials;
• uses the Platform in a way that damages, disables, impairs, or compromises it or that interferes with any other user's access or use;
• uploads, posts, or transmits through the Platform any material that is unlawful, harmful, defamatory, threatening, abusive, or otherwise objectionable; or
• attempts to gain unauthorised access to any part of the Platform, or to circumvent any security measure, access control, or licence protection mechanism.

4.2

Where you are an organisation, you acknowledge that any attempt to extend an access period by technical means, share access beyond the licensed number of Authorised Users, or otherwise circumvent the terms of the licence granted in clause 2 may constitute an infringement of 微微草视频's Intellectual Property Rights and may give rise to civil liability or criminal prosecution.

5. Price and Payment

5.1

The Fees for Paid Products are as displayed at the point of purchase on the Platform. All amounts are stated inclusive of VAT, which will be charged at the prevailing rate where applicable.

5.2

Payment is required in full before access to any Paid Products is granted.

5.3

Payment is ordinarily taken via the payment method selected during the online checkout at the point of purchase.

5.4

Organisational Customers may have the option to select payment by invoice at the point of purchase. This option may be visible within the Platform to all users; however, it is only available to organisations and only where the total value of the order is £100 or more (exclusive of VAT).

5.5

Individuals must not select payment by invoice. If an individual selects this option, 微微草视频 reserves the right to reject the order and require payment by an alternative method before any access to the Platform or Paid Products is granted.

5.6

微微草视频 reserves the right to verify whether a Customer is an organisation before accepting an order submitted using the invoice payment option, and may refuse or cancel any order where it reasonably believes the option has been selected in error or in breach of these Terms.

5.7

Where payment by invoice is selected by an organisation:

• an invoice will be issued to the organisation;
• payment must be made in full within the period stated on the invoice; and
• access to the relevant Paid Products will only be granted once payment has been received in cleared funds.

5.8

For the avoidance of doubt, selection of payment by invoice does not constitute the provision of credit, and no access to the Platform or any Paid Products will be provided until payment has been received in full.

5.9

Any indication of a Commencement Date or access period provided prior to payment is provisional only and will not take effect until payment has been received in full.

5.10

微微草视频 reserves the right to withdraw, restrict, or amend the availability of payment by invoice at any time.

5.11

All Fees paid are non-refundable, save as set out in clause 6 or as required by applicable law.

6. Cancellation

6.1 Consumer's right to cancel

6.1.1

If you are a Consumer, you have the right to cancel your purchase within 14 days of the date of your order confirmation (the "Cooling-Off Period"), unless clause 6.1.2 applies.

6.1.2

By completing a purchase of digital Paid Products (including eLearning modules and online courses), you acknowledge and agree that you are requesting immediate access to that content. If you access any element of a digital Paid Product during the Cooling-Off Period, you will lose your right to cancel in respect of that item and no refund will be due for it. 微微草视频 will draw your attention to this at the point of purchase and will ask you to confirm that you accept the immediate supply and the consequent loss of your right to cancel.

6.1.3

To exercise your right to cancel you must notify 微微草视频 at thetraininghub@skillsforcare.org.uk before the end of the Cooling-Off Period and before accessing the relevant content. On valid cancellation, 微微草视频 will refund the amount paid within 14 days of receiving your cancellation notice, using the same payment method as your original payment.

6.2 Organisation's right to cancel

6.2.1

If you are an organisation, no statutory cooling-off period applies. Subject to this clause 6.2, all Fees paid are non-refundable once access to the relevant Paid Products has been made available to you.

6.2.2

Where a Paid Product is an online facilitated or in-person learning session (rather than a self-paced eLearning module), the following cancellation charges apply if you cancel after a booking has been confirmed:

• cancellation 15 Business Days or fewer before the session date: 100% of the relevant Fees, plus any reasonable expenses already incurred by 微微草视频;
• cancellation between 16 and 30 Business Days (inclusive) before the session date: 50% of the relevant Fees, plus any reasonable expenses already incurred by 微微草视频.

6.2.3

Where a session is postponed at your request rather than cancelled, no charge applies at the time of postponement; however, should the session subsequently be cancelled, the above charges will apply calculated by reference to the rescheduled session date.

6.2.4

Self-paced eLearning courses are not cancellable once access has been activated, save as provided in clause 6.1 (where you are a Consumer) or clause 6.2.2 (where you are an organisation purchasing an online facilitated or in-person session).

7. Intellectual Property

7.1

All Intellectual Property Rights in the Platform and the Content vest in and remain the exclusive property of 微微草视频 or its licensors, as applicable. No Intellectual Property Rights are transferred to you or any Authorised User under this Agreement. You receive only the limited licence rights expressly granted in clause 2.

7.2

You must not do, and must ensure that no Authorised User does, anything that infringes or is likely to infringe the Intellectual Property Rights of 微微草视频 or its licensors in the Platform or the Content.

7.3

You retain ownership of all data, materials, and information you provide to 微微草视频 in connection with this Agreement ("Customer Materials"). You grant 微微草视频 a non-exclusive, royalty-free licence to process and use Customer Materials during the Term to the extent necessary to provide the Platform and the services contemplated by this Agreement.

7.4

微微草视频 may use aggregated and anonymised data derived from use of the Platform for the purposes of product development, sector research, and service improvement. Such use will not involve your identification or the identification of any individual Authorised User.

8. Completion Certificates and Records

8.1

微微草视频 will issue a Completion Certificate to each Authorised User who successfully completes a course on the Platform. A Completion Certificate confirms that the Authorised User completed the relevant course; it is not a regulated qualification, a professional accreditation, or a statement of competence for any purpose beyond the scope of the course as described on the Platform.

8.2

微微草视频 will maintain a record of all Completion Certificates issued. Those records will be retained for a period of 7 years from the date of issue, so that 微微草视频 can verify completion to the relevant Authorised User or to any person the Authorised User authorises in writing, and to maintain the integrity of The Training Hub certification system.

8.3

Neither 微微草视频 nor any other person gives any warranty that completion of a course, or the award of a Completion Certificate, satisfies any regulatory, statutory, professional, or employer training requirement. You are solely responsible for determining whether any course is suitable for your purposes before purchase. This clause 8.3 does not affect the statutory rights of a Consumer under the Consumer Rights Act 2015 in respect of digital content.

8.4

The Content is educational and informational in nature and does not constitute legal, regulatory, clinical, or other professional advice. Authorised Users remain responsible for verifying the accuracy and currency of Content before applying it in any professional context.

9. Data Protection

9.1

Where you are an organisation, each party is an independent controller in respect of the Personal Data it processes in connection with this Agreement. Nothing in this Agreement makes either party a processor for the other, and nothing creates a joint controller relationship between them. Where you are an individual (including a Consumer), 微微草视频 is the controller of your Personal Data as described in the Privacy Notice; you are a data subject and not a data controller in connection with these Terms.

9.2

You acknowledge that, in providing the Platform and the services under this Agreement, 微微草视频 processes Personal Data relating to Authorised Users as a data controller in accordance with the Privacy Notice. The Privacy Notice sets out the categories of Personal Data processed, the purposes and lawful bases for that processing, applicable retention periods, and the rights available to data subjects.

9.3

Where you are an organisation, before giving any Authorised User access to the Platform you must:

• ensure that the Authorised User has been informed of and directed to the Privacy Notice; and
• ensure that providing the Authorised User's Personal Data to 微微草视频 is lawful, including by identifying and relying on an appropriate lawful basis under Data Protection Laws.

9.4

Where you are an organisation, the Management Information accessible to you through the Platform administrator account includes Personal Data relating to your Authorised Users. You are the data controller of that Personal Data for the purposes of your own internal use of that information. In that capacity, you must:

• process Management Information only for lawful purposes connected with the management of training within your own organisation;
• before providing Authorised Users with access to the Platform, inform them that their enrolment, progress, and completion data will be visible to you through the Platform administrator account; and
• comply with all obligations imposed on you as a data controller by Data Protection Laws in respect of your processing of Management Information.

9.5

微微草视频 must (and, where you are an organisation, you must also):

• comply with all applicable obligations under Data Protection Laws;
• implement and maintain appropriate technical and organisational measures to protect the Personal Data it or you process against unauthorised or unlawful processing and against accidental loss, destruction, or damage; and
• notify the other party (where you are an organisation) or 微微草视频's data protection contact (where you are an individual) without undue delay on becoming aware of a Personal Data breach that affects or is likely to affect Personal Data processed in connection with this Agreement.

9.6

微微草视频 processes Personal Data in connection with the Platform in accordance with the Privacy Notice. In the event of any conflict between the Privacy Notice and this clause 9, the Privacy Notice prevails.

10. Confidentiality

10.1

This clause 10 applies where you are an organisation. If you are an individual, you have no obligation under this Agreement to keep 微微草视频's pricing, commercial terms, or other business information confidential, but you remain bound by clause 4 (Acceptable Use) in respect of the Content and by clause 7 (Intellectual Property).

10.2

Each party undertakes to:

• keep the other party's Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party, except as permitted by clause 10.2(c);
• use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement; and
• disclose the other party's Confidential Information only to those of its own employees, officers, advisers, and contractors who need to know it for the purposes of this Agreement, provided that they are bound by written obligations of confidentiality no less stringent than those in this clause 10.

10.3

The obligations in clause 10.2 do not apply to information that:

• is or becomes publicly available other than through a breach of this Agreement;
• was lawfully in the receiving party's possession before it was disclosed by the disclosing party;
• is lawfully received from a third party who acquired it without restriction on disclosure; or
• is required to be disclosed by law, by order of a court of competent jurisdiction, or by a regulatory authority, provided that the receiving party gives the disclosing party as much prior written notice as is reasonably practicable and co-operates with the disclosing party in seeking to limit the scope of the disclosure.

10.4

The obligations in this clause 10 continue for 5 years after termination or expiry of this Agreement.

11. Platform Availability

11.1

微微草视频 will use reasonable endeavours to make the Platform available at all times during the Term. You acknowledge that the Platform may from time to time be temporarily unavailable due to planned or unplanned maintenance, technical issues, or circumstances beyond 微微草视频's reasonable control.

11.2

微微草视频 will use reasonable endeavours to provide you with advance notice of planned maintenance that is likely to result in material disruption to access.

11.3

微微草视频 does not warrant that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components. You are responsible for ensuring that your own systems and devices are protected by appropriate security and antivirus measures. This clause 11.3 does not limit 微微草视频's liability to Consumers under the Consumer Rights Act 2015 in respect of digital content that is not of satisfactory quality or not as described.

12. Limitation and Exclusion of Liability

12.1

Nothing in this Agreement excludes or limits either party's liability for:

• death or personal injury caused by that party's negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded or limited, including 微微草视频's liability to Consumers for breach of the statutory guarantees implied by the Consumer Rights Act 2015 in respect of digital content.

12.2

Subject to clause 12.1, 微微草视频 will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profits, revenue, business, contracts, goodwill, or anticipated savings;
• loss or corruption of data or information;
• indirect or consequential loss of any nature; or
• loss arising from your or any Authorised User's reliance on the Content for any regulatory, professional, clinical, or other specialised purpose.

12.3

Subject to clauses 12.1 and 12.2, 微微草视频's total aggregate liability to you under or in connection with this Agreement in any 12 month period of the Term will not exceed an amount equal to the Fees paid or payable by you in that same 12 month period.

12.4

Where you are an organisation, you will indemnify 微微草视频 against all losses, costs, liabilities, damages, and expenses (including reasonable legal costs) arising out of or in connection with:

• any breach of this Agreement by you or by any Authorised User, including any breach of clause 4 (Acceptable Use);
• any claim arising from your processing of Management Information; or
• your failure to comply with your obligations under clause 9 (Data Protection).

12.5

If you are a Consumer, nothing in this clause 12 is intended to, and does not, limit or exclude any right or remedy you have under the Consumer Rights Act 2015 or any other applicable consumer protection legislation. The limitations and exclusions in clauses 12.2 and 12.3 apply to you as a Consumer only to the extent permitted by applicable law.

13. Term and Termination

13.1

This Agreement commences on the Commencement Date and continues for the Initial Term. Where a Paid Product is subscription based, unless either party gives the other written notice to terminate no less than 30 days before the end of the Initial Term (or before the end of any Renewal Term), this Agreement will automatically renew for a further Renewal Term on the same terms, subject to any Fees increase notified under clause 5.6.

13.2

Either party may terminate this Agreement with immediate effect by giving written notice to the other if the other party commits a material breach of this Agreement that is incapable of remedy, or that has not been remedied within 20 Business Days of written notice from the non-defaulting party requiring it to do so.

13.3

Where you are an organisation, either party may also terminate this Agreement with immediate effect by giving written notice if an Insolvency Event occurs in respect of the other party, or if the other party ceases or threatens to cease to carry on its business.

13.4

Where you are an organisation, 微微草视频 may also terminate this Agreement with immediate effect on written notice if you fail to pay any undisputed sum due under this Agreement within 10 Business Days of a written demand, following the expiry of the original payment period.

13.5

Without prejudice to its right to terminate, 微微草视频 may suspend your access, or the access of any individual Authorised User, to the Platform:

• in accordance with clause 5.3.2 if you are an organisation;
• if you or any Authorised User commits a material breach of clause 4 (Acceptable Use) or of the End User Terms; or
• if 微微草视频 reasonably considers that continued access poses a material security risk to the Platform or to any other user.

Where you are an organisation, the Fees continue to accrue during any period of suspension. Where you are a Consumer, 微微草视频 will not exercise a right of suspension under clause 13.5(a) as card payments are taken at the point of purchase.

14. Consequences of Termination

14.1

On termination or expiry of this Agreement for any reason:

• the licence granted under clause 2 immediately terminates, and you and all Authorised Users must immediately cease to access the Platform and the Content;
• you must pay all outstanding Fees and any other sums due under this Agreement within 10 Business Days of the date of termination or expiry; and
• each party must, at the other's request, promptly return or securely destroy the other's Confidential Information (other than any information that the party is required by law or regulation to retain).

14.2

Where you are an organisation, 微微草视频 will make available to you, for a period of 30 days following the date of termination or expiry, an export of the Management Information held in respect of your Authorised Users in a commonly used format. 微微草视频 may charge a reasonable administrative fee for producing that export. After that 30 day period, 微微草视频 may delete or anonymise that data in accordance with its data retention policy.

14.3

Completion Certificate records will be retained by 微微草视频 in accordance with clause 8.2, regardless of the termination or expiry of this Agreement.

14.4

Clauses 1, 7, 8, 9, 10, 12, 14, 15, and 16 survive termination or expiry of this Agreement.

15. Consumer Rights

15.1

If you are a Consumer, nothing in these Terms reduces or affects your statutory rights, including rights under the Consumer Rights Act 2015 (including that digital content must be of satisfactory quality, fit for purpose, and as described), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and any other applicable consumer protection legislation.

15.2

If you are a Consumer and you have a complaint about a Paid Product that we are unable to resolve, you may be entitled to refer the matter to an alternative dispute resolution scheme. Details of any scheme we participate in will be displayed on the Platform.

15.3

If you are a Consumer resident in England and Wales, these Terms are governed by the law of England and Wales, but this does not affect any mandatory protections available to you under the law of your habitual place of residence.

16. General

16.1 Force Majeure

Neither party will be in breach of this Agreement or liable for any delay in performing, or failure to perform, any of its obligations under this Agreement to the extent that the delay or failure results from circumstances beyond that party's reasonable control, including acts of God, governmental actions, war, national emergency, terrorism, fire, flood, epidemic, pandemic, industrial disputes, or the failure of third-party telecommunications or internet infrastructure. If the circumstances giving rise to the force majeure continue for more than 60 consecutive days, either party may terminate this Agreement by giving 10 Business Days' written notice to the other.

16.2 Notices

Any notice given under this Agreement must be in writing. Notices to 微微草视频 must be sent by first-class pre-paid post to West Village, Wellington Street, Leeds LS1 4LT, or by email to thetraininghub@skillsforcare.org.uk. Notices to you will be sent to the email address registered to your Platform account or, where you are an organisation, to the billing or platform administrator contact notified to 微微草视频. A notice is deemed received:

• if sent by first-class pre-paid post, 2 Business Days after the date of posting; or
• if sent by email, at the time of transmission, except that if the time of transmission falls outside normal business hours (9.00 am to 5.30 pm) on a Business Day in the place of receipt, the notice is deemed received at the opening of business on the next Business Day.

16.3 Regulatory Compliance

You must not do, or fail to do, anything that would cause 微微草视频 to be in breach of the Bribery Act 2010, the Modern Slavery Act 2015, or the Criminal Finances Act 2017.

16.4 Assignment

微微草视频 may assign, transfer, or sub-contract any of its rights or obligations under this Agreement without your consent. You may not assign, transfer, or sub-contract any of your rights or obligations under this Agreement without the prior written consent of 微微草视频.

16.5 Variation

微微草视频 may update these Terms from time to time in accordance with clause 1.4. No other variation of these Terms proposed by you is effective unless agreed in writing by 微微草视频. 微微草视频 may update the Privacy Notice from time to time and will take reasonable steps to give registered users advance notice of any material change to that document.

16.6 Waiver

A failure or delay by either party in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver of any particular breach or default does not constitute a waiver of any subsequent breach or default.

16.7 Severability

If any provision of this Agreement is found by a court or tribunal of competent jurisdiction to be wholly or partly illegal, invalid, void, or unenforceable, that provision will be deemed severable and the remaining provisions of this Agreement will continue in full force and effect.

16.8 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, understandings, and negotiations between them. Each party acknowledges that it has not been induced to enter into this Agreement by any statement, promise, or representation made by or on behalf of the other party that is not expressly set out in this Agreement or in a document incorporated into it by reference. All implied warranties, conditions, and terms not expressly set out in this Agreement are excluded to the fullest extent permitted by law, except that nothing in this clause 16.8 limits any right or remedy available to a Consumer under the Consumer Rights Act 2015 or any other applicable consumer protection legislation.

16.9 Third Party Rights

No person who is not a party to this Agreement has the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

16.10 Governing Law and Jurisdiction

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 and claims) is governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim. If you are a Consumer, this clause does not prevent you from relying on any mandatory consumer protection rights available to you under the law of your habitual place of residence, and does not require you to bring proceedings in England and Wales if your habitual place of residence is in another jurisdiction where you have a right to bring such proceedings locally.