Definitions

"Access" means access to Planet Retail whether for reading information or posting new information thereon.

"Information" means each and every piece of information on Planet Retail at any given time.

"Password" means the code given to a subscriber as a means of identity in order for that subscriber to access Planet Retail or any area within Planet Retail.

"Software" means the programs supplied to you by the Company (if any) that can be used with a particular computer system.

"the Company" means Planet Retail Limited (Company number 399 4702), a company registered under the laws of England and Wales whose registered office is at 66 Wigmore Street, London W1H OHQ.

"Subscriber" means any legal person who has paid a current subscription to the Company.

"Subscription" means an annual fee of such amount and payable on such terms as prescribed by the Company's tariff from time to time, which permits the Subscriber access to Planet Retail.

1. INTRODUCTION AND ACCEPTANCE OF TERMS & CONDITIONS

   The Planet Retail website at www.planetretail.net (“the Site”) is operated by Planet Retail Limited (Company number: 03994702 (England), Registered Office: Greater London House, Hampstead Road, London NW1 7EJ), ("PLANET RETAIL").

   Any licence to access the Site and related services shall be granted subject to the provisions of these Terms & Conditions together with the Licence Information Form (as defined below) and any other special or additional conditions notified by or agreed by PLANET RETAIL in writing (together “the Licence Agreement”).

   PLANET RETAIL shall be entitled to vary these Terms & Conditions from time to time, with variations becoming effective immediately upon serving notice to the Licensee and/or its User(s) (either individually or by posting them on the Site). Please check the Site periodically to ensure that you remain informed of your rights and obligations under them. If you have any questions, please contact the Sales Operations Manager at salesops@planetretail.net. These Terms & Conditions were last revised on [date we approve and implement…].

   Where these Terms & Conditions have been translated into a language other than English and there is any inconsistency between the interpretation of the English version and the translated version, the meaning under the English version shall prevail.

2. KEY DEFINITIONS

   In these Terms & Conditions, the following words shall have the following meanings:

   1. "Additional Licensed Services" refers to Licensed Services in addition to those set out in the Licence Information Form which may be offered or provided to the Licensee in accordance with Clauses 5.2.2 and 8.
   2. “Licence Information Form” refers to an application made by the Licensee for access to the Site (and includes all annexes to it);
   3. the “Licensed Services” refers to the areas of access to the Site and other services provided in connection with the Site licensed to the Licensee under the Licence Agreement as set out in its Licence Information Form (as may be amended in accordance with Clause 5.2.2 and 8);
   4. “Licensee” refers to the organisation, firm, company or individual who places an application for access to the Site and its services by its User(s) (who must be the Licensee or employees of the Licensee). Such applications to be made on a Planet Retail Licence Information Form; and
   5. (d) “User(s)” refers to the individual(s) nominated by the Licensee in its Licence Information Form (or subsequently added to the list of nominated individuals in accordance with Clause 5.2.2).
      
3. LICENCE AND DURATION
   
   
   • Any licence granted to the Licensee in relation to the Site shall be a non-exclusive non-transferable limited licence for the User(s) to access and utilise the Licensed Services of the Site in accordance with the provisions of the Licence Agreement and for the purposes licensed under the Licence Agreement only.
   • The Licence Agreement shall (subject to suspension and/or early termination in accordance with these Terms & Conditions) continue for the minimum period set out in the Licence Information Form (“the Term”), and continue thereafter for further renewal licence periods of one year (each a “Renewal Period”) unless earlier terminated in accordance with Clause 12 of these Terms & Conditions.
     
4. REGISTRATION AND USER ID
   
   

   PLANET RETAIL shall assign to the Licensee (or, at PLANET RETAIL’s discretion, allow the Licensee to select) usernames and passwords (collectively “ID”) for each of the User(s) to use to access the Site. PLANET RETAIL reserves the right to change the ID from time to time, including at the start of a Renewal Period, in which circumstances it will notify the affected User(s) of the new details.

   Any additional User(s) appointed by the Licensee with PLANET RETAIL’s consent shall be assigned (or shall select, again at PLANET RETAIL’s discretion) its own ID for access to the Site.

   ID is strictly and only to be used by the User to which it was assigned and shall not be used by any other individuals (including others within the same organisation). Failure to comply with this requirement shall constitute a breach of these Terms & Conditions and entitle PLANET RETAIL to suspend access to the Site. The Licensee together with its User(s) is responsible for all access to the Site made with its ID, including misuse by a third party and they each undertake to take all reasonable steps to protect the confidentiality of the ID and to notify PLANET RETAIL immediately if they believe there has been any breach of security or unauthorised use of the ID.

   The Licensee warrants that all information provided by it or its User(s) (whether in the Contract Information Form or otherwise) is accurate and complete and undertakes to notify PLANET RETAIL immediately of any changes to that information. Please note that PLANET RETAIL reserves the right to suspend use of the Site where accurate and complete details are not provided and maintained by the Licensee.

5. LICENSEE OBLIGATIONS
   
   • 5.1.1 User Compliance

     The Licensee hereby undertakes to procure that all use of the Site by its User(s) will be made in accordance with the Licence Agreement.

   • 5.2.1 The Licensee shall pay to PLANET RETAIL:
     • the Annual Contract Price; and
     • any other charges arising out of use of the Site by its User(s) (or any other individual using its User(s)'s ID in breach of Clause 4 of these Terms and Conditions or otherwise) from time to time including, in accordance with clause 5.2.2 charges for any Additional Licensed Services.
       • The “Administration Charge” is as set out in the Licence Information Form or as the same may be varied by PLANET RETAIL from year to year by giving notice to the Licensee at least forty-five (45) days prior to the expiry of the Term or any Renewal Period. This charge is payable by all Licensees irrespective of the level of the Subscription Fees; the charge covers the set up costs for subscription management, database management and support services at the start of the subscription and each renewal period.
       • The “Subscription Fees” are the balance of the Annual Contract Price as the same may be varied by PLANET RETAIL (i) in relation to addition of additional User(s) and/or Additional Licensed Services under Clause 5.2.2; and (ii) from year to year by giving notice to the Licensee at least ninety (90) days prior to the anniversary of the commencement of the Term.
   • 5.2.2 In the event that the Licensee wishes to apply for Additional Licensed Services or additional Users to be added to the Licence Agreement, such application shall be made to PLANET RETAIL at least thirty (30) days before the proposed addition on the Additional Usage Form (as annexed to the Licence Information Form) and if such application is accepted by PLANET RETAIL:
     • where the addition is made part way through a year of the Term or any Renewal Period, the Initial Additional Users Fee and/or Initial Additional Licensed Services Fee (as applicable, each as set out in the Additional Usage Form) shall be invoiced by PLANET RETAIL and payable by the Licensee in accordance with Clauses 5.2.4 and 5.2.5; and
     • the Annual Contract Price payable under the Licence Agreement shall be increased by the amount of the Annual Additional Users Fees and/or Annual Additional Licensed Services Fees (as applicable and as set out in the Additional Usage Form or as may be varied in accordance with Clause 5.2.1(c)(ii)) for the remainder of the Term and any Renewal Period).
   • 5.2.3 Please note that the Annual Contract Price, Initial Additional Users Fee, Initial Additional Licensed Services Fee and all other charges payable under the Licensee Contract are shown exclusive of VAT (and any other applicable taxes), which shall be payable in addition by the Licensee, and that the Licensee is solely responsible for all internet and telecommunications service charges etc incurred by its User(s) in use of the Site.
   • 5.2.4 PLANET RETAIL will invoice the Licensee annually in advance in respect of the Annual Contract Price at the address submitted on the Licence Information Form (or such other address as is notified to PLANET RETAIL in writing by the Licensee in accordance with Clause 13.1). Invoices for other charges (including Initial Additional Users Fees and/or Initial Additional Licensed Services Fees) shall be submitted to the Licensee from time to time as they arise.
   • 5.2.5 All invoices are due and payable upon receipt by the Licensee or, if later, such date as may be prescribed in the invoice in question. Without prejudice to PLANET RETAIL’s other rights and remedies in respect of such non- or late payment, accounts not paid by the earlier of the start date of the Term/Renewal Period (as applicable) or otherwise in accordance with the terms of PLANET RETAIL’s invoice (“the Payment Date”) shall be deemed overdue and PLANET RETAIL reserves the right to: (i) charge interest on such sums on a day to day basis from the Payment Date to the date of actual payment (both dates inclusive) at the rate of four per cent (4%) per annum above LIBOR, such interest payable on demand; (ii) withhold/suspend access to the Site by the User(s) (other than in respect of Licensed Services and Users that are fully-paid) while any such invoices are outstanding; and (iii) terminate the Licence Agreement by serving notice on the Licensee. The Licensee shall also be liable for all costs of PLANET RETAIL incurred in collecting overdue sums including, without limitation, legal fees.
   • 5.2.6 For the avoidance of doubt, in the event of late payment of an invoice by the Licensee, the commencement date of the Term/Renewal Period (as applicable) shall not be postponed and the Licensee shall remain liable for the outstanding Annual Contract Price and all other charges notwithstanding any suspension or termination of the Licence Agreement.
     
6. USE OF SITE CONTENT
   
   
   • 6.1 All intellectual property rights in the Site, Licensed Services and in all material relating to them (the "Content") are reserved by PLANET RETAIL and no such rights whatsoever are assigned to the Licensee or its User(s) under the Licence Agreement.
   • 6.2 Users may in good faith and to the extent that the use of the Content is reasonable and the Content is owned by PLANET RETAIL:
     • download and display any page(s) from the Site on a computer screen;
     • download and store Content on the hard disk of the User’s computer (but not transfer or further copy it unless the Site expressly permits the transfer/further copying or it is otherwise expressly authorised by PLANET RETAIL);
     • print page(s) from the Site for the User’s archival, non-commercial purposes only; and
     • use extracts from the Site for research and analysis purposes PROVIDED THAT:
       • the Content (but no material not taken from the Site or otherwise owned/licensed by PLANET RETAIL) is attributed to PLANET RETAIL by showing the ?Planet Retail 2008 copyright sign;
       • the research and analysis are used strictly only for the Licensee’s own internal purposes; and
       • no further copies of the research and analysis are made.
   • 6.3 For the avoidance of doubt, Users shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (including by using it as part of any library, news, information, archive or similar service) other than as set out in Clause 6.2 or as expressly authorised by PLANET RETAIL in advance in writing (and subject to any terms that such authorisation is granted subject to), and in particular shall not:
     • upload Content into any shared system;
     • create a database of any of the Content;
     • effect or permit “spidering” of the Site, i.e. collation of an automated stream of Content;
     • include any Content in an internet or intranet website or other electronic presence;
     • make any commercial use of the Content whatsoever;
     • make any use whatsoever of any of the PLANET RETAIL trade marks (including the registered trade mark "Planet Retail”) other than to the extent required to comply with Clause 6.2(d)(i); or
     • remove any copyright or trade mark notices from any copies of the Content.
   • 6.4 The Licensee shall notify PLANET RETAIL immediately in writing of any misuse of the Content and/or the Site including any infringement of copyright or other intellectual property rights arising in the Content and/or the Site.
   • 6.5 Please note that where any unauthorised use of Content by any User(s) is discovered, PLANET RETAIL shall be entitled to suspend use of the Site by all or any User(s) immediately without any refund of the Annual Contract Price (or any part thereof) paid and require the Licensee to return or destroy any copies of the Content made.
   • 6.6 Any consent given by PLANET RETAIL does not constitute either a general consent to use the Content or a waiver of any of the obligations and/or restrictions set out in the Licence Agreement.
   • 6.7 The Licensee shall permit and shall procure its User(s) to permit PLANET RETAIL to take such steps as PLANET RETAIL reasonably considers appropriate to monitor the level of usage of the Site and compliance by the Licensee and its User(s) with the provisions of the Licence Agreement and the User Terms and Conditions and shall co-operate fully with PLANET RETAIL in relation to all such monitoring.
     
7. POACHING

   The Licensee undertakes to PLANET RETAIL that during the Term and for the period of twelve (12) months after its termination, neither it nor any group company of it shall offer to or employ or engage as an independent consultant any employees who are involved in providing the Licensed Services without the prior written agreement of PLANET RETAIL, other than as a result of a general advertising or recruitment campaign.

8. ADDITIONAL SERVICES
   
   
   • 8.1 PLANET RETAIL may from time to time be requested to offer OR offer the Licensee the opportunity to purchase additional services. These may be Additional Licensed Services or other, one-off services.. Use thereof will be subject to (a) PLANET RETAIL’s written acceptance of a written application for such additional services by the Licensee and (b) this Licence Agreement; and may be subject to additional fees and terms and conditions.
   • 8.2 The Licensee acknowledges that it shall be liable for payment of the charges payable for any use made of additional services (including any Additional Licensed Services) by its User(s) and liable for any use of the additional services (including any Additional Licensed Services) made in breach of the Licence Agreement and/or the additional terms applicable to it.
     
9. PRIVACY POLICY
   
   
   • 9.1 The information provided about the Licensee (whether provided by it (in its registration, communications with PLANET RETAIL, in cookies or otherwise) or by third parties) to PLANET RETAIL may be used by PLANET RETAIL as follows:
     • for the effective administration of the site;
     • to communicate with the Licensee and Users (including by e-mail), including for example with extracts from and/or links to pages of the Site;
     • to tailor future offers of PLANET RETAIL's services to the Licensee's and its Users' preferences;
     • to provide to PLANET RETAIL's auditors, associated companies and sponsors anonymised Site usage and demographic data.

     Please note that the above uses may involve the transfer of information to countries outside the EEA which may have less stringent data protection laws than the UK. Please be assured however that PLANET RETAIL takes data security very seriously and, if such a transfer is made, PLANET RETAIL will take all appropriate steps to protect the information.

     Cookies are used to ensure a smooth, efficient and customised experience while using the Site. It is possible for Users to disable cookies by modifying the settings in their browser. However, if cookies are disabled, the services provided by the Site may be impaired or unavailable.

   • 9.2 In completing the Licence Information Form, the Licensee is deemed to consent, on its behalf and on behalf of its Users, to all and any of the above uses of its/their information.
     
10. PLANET RETAIL LIMITATION OF LIABILITY AND DISCLAIMER
    
    
    • 10.1 The Licensee acknowledges and agrees that the Content is only for the general information and use of the User(s) and is not intended to address its or their particular requirements. In particular, the Content does not constitute any form of advice, recommendation or arrangement by PLANET RETAIL and shall not be relied upon by the Licensee or User(s) in making (or refraining from making) any specific investment or other business or personal decisions; professional advice should be obtained before making any such decision.
    • 10.2 ALTHOUGH PLANET RETAIL ENDEAVOURS TO USE ALL REASONABLE CARE AT ALL TIMES IN GENERATING AND PUBLISHING THE CONTENT, THE LICENSEE ACKNOWLEDGES AND AGREES THAT BECAUSE (INTER ALIA) OF THE NUMBER OF SOURCES FROM WHICH PLANET RETAIL OBTAINS CONTENT AND THE NATURE OF ELECTRONIC DISTRIBUTION VIA THE WORLD WIDE WEB:
      • PLANET RETAIL CANNOT AND DOES NOT GIVE ANY WARRANTIES IN RESPECT OF THE CONTENT OF THE SITE WHICH IS PROVIDED ON AN “AS IS” BASIS WITHOUT GUARANTEE OF ACCURACY, COMPLETENESS, PROVENANCE OR FITNESS FOR A PARTICULAR PURPOSE;
      • THE SITE AND THE CONTENT OF THE SITE ARE PROVIDED ON AN “AS AVAILABLE” BASIS AND PLANET RETAIL DOES NOT GUARANTEE THE AVAILABILITY OR TIMELINESS OF THE SITE OR ANY CONTENT;
      • PLANET RETAIL MAKES NO WARRANTY THAT THE SITE IS FREE FROM INFECTION, VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES; AND
      • ALL IMPLIED WARRANTIES ARE EXCLUDED FROM THE LICENCE AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
    • 10.3 Links (if any) to third party sites contained either in the Site or in emails sent by PLANET RETAIL to the Licensee or its User(s) are provided solely for its and their convenience. PLANET RETAIL has not reviewed such sites and does not either endorse them or make any representations about their content or availability; any use is made entirely at the Licensee and User(s)’ own risk and PLANET RETAIL accepts no liability for any losses resulting from use of them including in respect of any computer viruses or other defects that they may contain. Please note that PLANET RETAIL gives no warranty that links (if any) to third party sites on the Site shall be marked as such.
    • 10.4 PLANET RETAIL shall not be liable to the Licensee or its User(s) for:
      • indirect or consequential losses;
      • loss of profits or contracts or goodwill or statutory penalties;
      • any loss or damage arising from failure to ensure the Site’s compatibility with the Licensee and/or User(s) hardware and other software or to carry out appropriate virus checks;
      • third party claims of any kind;
      • any loss or damage arising from failure by the User(s) to use the Site and/or the Content strictly in accordance with this Licence Agreement;
      • the cost of procuring any substitute service; or
      • any other damages arising from User(s)’ use or inability to use the Site or any Content or from any action taken (or refrained from being taken) as a result of using the Site or any Content

      whether arising from negligence, breach of contract or otherwise.

    • 10.5 If, notwithstanding the provisions of Clauses 10.1 to 10.4 above PLANET RETAIL is held to be liable to the Licensee for any reason, PLANET RETAIL’s aggregate liability under this Licence Agreement in respect of any year of the Term (whether arising from tort (including negligence), breach of contract or otherwise) shall not exceed the sum of the Subscription Fees paid by the Licensee in respect of such year.
    • 10.6 Without prejudice to the other provisions of this Clause 10, PLANET RETAIL will not be liable for any breach of the Licence Agreement caused by matters beyond its reasonable control, including acts of God, fire, lightning, explosion, war, disorder, terrorism, flood, industrial disputes, weather of exceptional severity or acts of local or central Government or other authorities provided however that the breach could not have been prevented by reasonable precautions and PLANET RETAIL continues to use its best efforts to recommence performance whenever and to whatever extent possible and without delay.
    • 10.7 The Licensee hereby agrees that it is best placed to evaluate and insure against any loss that may be suffered by it or its User(s) under or in connection with the Licence Agreement and that the terms of this Clause 10 represent a fair and reasonable apportionment of risk having regard to the services to be provided by PLANET RETAIL and the price thereof.
      
11. LICENSEE LIABILITY AND INDEMNITY

    The Licensee shall be liable to PLANET RETAIL for all and any breaches of the Licence Agreement by it and/or its User(s) and hereby agrees to indemnify and hold PLANET RETAIL, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which PLANET RETAIL may suffer or incur, in connection with or arising from any breach of the Licence Agreement by it or its User(s) and/or use of the Site by the User(s) or by any other individual that uses the User(s)'s ID.

12. TERM AND TERMINATION
    
    • 12.1 The Licence Agreement (including the Licensee’s payment obligations in respect of the Annual Contract Price and any other charges payable under Clause 5) shall continue for the Term and subsequent Renewal Periods thereafter until and unless terminated:
      • by either party by providing written notice of cancellation to the other no later than seventy-five (75) days prior to the end of the Term/Renewal Period (as applicable), effective on such end date, failing which it shall automatically renew for a minimum of one Renewal Period of twelve months;
      • by PLANET RETAIL where it believes that the Licensee and/or its User(s) has breached the Licence Agreement or User Terms & Conditions (including by late payment of any invoices submitted under Clause 5.2.5).
    • 12.2 Upon termination under Clause 12.1(b) only, the Subscription Fees paid for the period following termination shall be refunded to the Licensee. In all other circumstances there shall be no refund of any Annual Contract Price or other sums paid.
    • 12.3 Termination for whatever reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination and subject only to Clause 12.2 the Licensee shall remain responsible for all monies due and owing to PLANET RETAIL under the Licence Agreement.
      
13. NOTICES
    
    
    • 13.1 Subject to Clause 13.2, notices served under the Licence Agreement shall be valid only if made in writing and (in respect of notices served by the Licensee) sent to PLANET RETAIL at the address notified to the Licensee from time to time or (in respect of notices served by PLANET RETAIL) sent to the Licensee at the address notified to PLANET RETAIL on its Licence Information Form or as subsequently agreed with PLANET RETAIL.
    • 13.2 Notwithstanding the provisions of Clause 13.1, PLANET RETAIL may also validly serve notice upon the Licensee on the Site, and such notice shall be deemed to take place when it appears on the Site.
      
14. CONFIDENTIALITY
    
    
    • 14.1 Save as expressly permitted under the Licence Agreement, each party will keep confidential the terms of the Licence Agreement as well as any other information (whether in writing or not and whether marked “confidential” or not) disclosed to it by the other party under conditions of confidentiality, save as set out in Clause 14.2 below:
    • 14.2 The provisions of Clause 14.1 shall not apply to any information which:
      • is or becomes public knowledge other than by breach of this Clause 14;
      • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
      • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
      • is independently developed without access to the confidential information; or
      • is required to be disclosed by operation of law, government regulation, or order of a Court of competent jurisdiction, providing the receiving party first gives written notice of such required disclosure to the other party and that other party is given a reasonable opportunity to secure confidential protection of such information, provided that the licensed use provisions and restrictions of the Licence Agreement shall continue to apply at all times (including after termination).
    • 14.3 The obligations with respect to confidentiality pursuant to this Clause 14 shall survive termination of the Licence Agreement and continue for as long as such information remains confidential.
      
15. DISPUTES
    
    
    • 15.1 In the event of any dispute between the Licensee and PLANET RETAIL concerning any matter arising from or in connection with the Licence Agreement, the parties will use all reasonable endeavours to settle the matter in accordance with the escalation process set out below.
    • 15.2 Any such dispute which has not been settled within five (5) business days of the matter being raised by one party to the attention of the other party may be escalated by either party to the next level by notice in writing. If the dispute has not been resolved within five (5) business days of such notice, either party may refer it by notice in writing to the second level of escalation. In respect of PLANET RETAIL, the first level representative shall be the Global Sales Director and the second level shall be the Managing Director. In respect of the Licensee, the first level representative shall be the Licensee account queries contact and the second level shall be the Licensee senior level contact, in each case as set out in the Licence Information Form or otherwise notified to PLANET RETAIL in accordance with Clause 13.1.
    • 15.3 The escalation and dispute resolution processes described above shall not prevent a party from notifying the other party that it withdraws from the escalation or the dispute resolution process for any dispute and intends to commence court proceedings nor will it prevent a party from exercising its right to terminate the Licence Agreement in accordance with the termination provisions contained in Clause 12.
      
16. GENERAL
    
    
    • 16.1 These Terms & Conditions shall be governed by, and construed in accordance with, English law and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms & Conditions unless PLANET RETAIL shall elect to bring proceedings in the courts of the country of the User's residence or of principal place of business.
    • 16.2 The Licence Agreement forms the entire understanding between PLANET RETAIL and the Licensee; no Licensee/User purchase terms or other purported variation shall have any affect on them. Headings in these Terms & Conditions are for convenience only and shall have no legal meaning or affect.
    • 16.3 No delay or indulgence by PLANET RETAIL in enforcing the provisions of the Licence Agreement shall affect PLANET RETAIL's rights under it nor shall any waiver of PLANET RETAIL's rights operate as a waiver of any subsequent breach.
    • 16.4 No right, power or remedy conferred upon or reserved for PLANET RETAIL is exclusive of any other right, power or remedy available to PLANET RETAIL provided either under the Licence Agreement or as a matter of law and each such right, power or remedy shall be cumulative.
    • 16.5 The Licensee may not assign, sub-license or otherwise transfer any of its rights or obligations under the Licence Agreement.
    • 16.6 If any provision of the Licence Agreement is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of it, which shall remain valid and enforceable.
    • 16.7 Nothing in the Licence Agreement shall operate to exclude liability that cannot as a matter of law be excluded and in particular, and notwithstanding the limitations of liability set out above, PLANET RETAIL’s liability for death or personal injury caused by its negligence shall not be excluded or limited in any way.
    • 16.8 No person who is not a party to the Licence Agreement, including but not limited to the User(s), shall have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Licence Agreement shall not be subject to the consent of any third party.