Eficode Terms of Service
Effective From 30th June 2023
These Eficode Terms of Service, as may be amended from time to time (the “Terms”), are between You and the relevant Eficode entity (“We” or “Us”). If You are registered in North America, Central America, South America or the Caribbean, the relevant Eficode entity is Eficode USA Inc. If you are registered in any other location, the relevant entity is Eficode UK Limited.
“Eficode UK Limited” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA.
“Eficode USA Inc” means Eficode USA Inc, a company registered in the state of Pennsylvania under entity number 4177603, whose principal place of business is 2401 Walnut Street, Suite 102, Philadelphia, PA, 19103-4341.
“You” means the entity you represent in accepting these Terms. By accepting these terms on behalf of an entity, You represent and warrant that:
- You have full legal authority to bind Your employer or any such entity to these Terms;
- You have read and understand these Terms; and
- You agree to these Terms on behalf of the party that You represent.
(Individually a “Party” and collectively the “Parties”)
These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Services, a signed Statement of Work for provision of the Services, payment of an invoice presented to You by Us for the provision of the Services, or the use by You of the Services, whichever is earlier.
1. These Terms
1.1 Some Services may be subject to additional terms specific to that Service as set forth in the Product-Specific Terms. By signing these Terms, You accept and agree to comply with, and be legally bound by the Product-Specific Terms as they are applicable.
2. Definitions
2.1 In this Terms the following words and phrases shall have the following meanings unless otherwise stated:
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“Accepted Industry Standards” |
means the use of standards and practices and the exercise of the degree, skill, care, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced person engaged in the provision of similar services under similar conditions; |
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“Affiliate” |
means in relation to any company, that company and every other company which from time to time is a subsidiary or holding company of that company or a subsidiary of any such holding company. The terms “subsidiary” and “holding company” shall have the meanings given to them by section 1159 and schedule 2 of the Companies Act 2006; |
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“Applicable Law” |
means all statues, regulations, by-laws, delegated or subordinate legislation, common law and the law of equity, any binding court order, judgment or decree, along with any code of practice, rule, regulation or guidance note issued by a government, statutory, or other regulatory body, which are applicable to the operation of the Contractual Documents; |
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“Brand Features” |
means the name, trading names, brand, logo, trademarks, service marks, domain names or other distinctive features of Us or You; |
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“Bespoke IP” |
means all Intellectual Property in the Deliverables, except for any Intellectual Property in Eficode Background Works; |
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“Charges” |
means the charges payable for the Services as specified in each Order or otherwise agreed in writing; |
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“Your IP” |
means all IP owned, developed or licensed by (or on behalf) of You (including the Bespoke IP), which is provided by (or on behalf of) You to Us in connection with the Services; |
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“Eficode Background Works” |
means any systems, materials, products, methodologies or other items developed by (or on behalf of) Eficode for its customers generally and not specifically for the provision of the Services to You; |
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“Confidential Information” |
means Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the party disclosing the information, including, without limitation, the technical data and know-how relating to the business of the disclosing party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts; |
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“Contractual Documents” |
means collectively these Terms, the Product-Specific Terms, any applicable Statement of Work or Signed Quotation; |
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“Data Protection Legislation” |
means all Applicable Laws and regulations relating to the processing of Your data and privacy including the General Data Protection Regulation and the UK Data Protection Act 2018 and any applicable enacting, successor, supplementing or amending legislation; |
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“Deliverables” |
means any output of the work to be delivered to You according to the Contractual Documents; |
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“Intellectual Property or “IP” |
means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and 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) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; |
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“Product-Specific Terms” |
means the terms published on the Eficode website found here: https://www.eficode.com/trust-centre-uk/legal/product-specific-terms; |
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“Services” |
means the services to be provided by Us in accordance with the Contractual Documents, including, but not limited to consultancy, training, professional services, managed services, support, hosting and subscription services; |
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“Signed Quotation” |
means a quotation produced by Us listing the nature of the Services together with the applicable Charges, signed and dated by authorised representatives of both Parties; |
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“Statement of Work” |
means the document detailing the nature of the Services and Deliverables, together with the applicable Charges, as may be executed from time to time between You and Us; |
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“Term” |
means the term applicable to these Terms or a Statement of Work as the context dictates; |
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“Third Party Software” |
means any software licenced to You by a third party, procured by Us on behalf of You; |
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“Users” |
means any employee, representative, consultant, contractor or other party who You have granted access to the Services/Deliverables as the context dictates. |
3.1 Unless the context otherwise requires, any reference to the singular will include the plural and vice versa.
3.2 Any particular reference to a gender shall include the other gender.
3.3 “Includes” or “including” means without limitation.
3.4 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.
3.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
3.7 A reference to writing or written includes email.
3.8 A reference to a statute, statutory provision, rule or regulation is a reference to it as amended, extended or re-enacted from time to time.
4. Order of Precedence
4.1 In the event of any conflict or inconsistency between the Contractual Documents, the following order of precedence shall apply:
a) Statement of Work or Signed Quotation together with any schedules or appendices thereto;c) these Terms together with any schedules, appendices or any other documentation referred to herein;
5.1 These Terms establish the contractual framework for the supply of Services by Us to You and the payment for such Services pursuant to an Order, as may be entered into from time to time between Us and You.
5.2 For the avoidance of doubt, these Terms does not govern any purchase of Third Party Software, which is subject to, and governed by the Resale of Third Party Software Terms as published on the Eficode website: https://www.eficode.com/trust-centre-uk/legal/product-specific-terms.
6. Precedence over standard terms
6.1 These Terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom, practice or any course of dealing.
7. Warranties, Remedies and Disclaimers
7.1 Each Party warrants that it has validly entered into these Terms and has the legal power to do so.
7.2 We Warrant:
a) to perform the Services and deliver the Deliverables in accordance with the Contractual Documents. We shall allocate sufficient resources to enable Us to comply with this warranty;c) to use reasonable endeavours to meet any performance dates specified in the Contractual Documents but any such dates shall be estimates only and time for performance by Us shall not be of the essence unless explicitly specified in the Contractual Documents.
7.3 We shall have the right to make any changes to the Services, Deliverables and/or Contractual Documents which are necessary to comply with any Applicable Law provided that We shall notify You promptly in writing in the event of any such changes and should You disagree with the changes to be made, You shall have the right to terminate the affected Services immediately by serving written notice to Us and We shall refund to You any Charges paid in advance, minus Charges accrued up to the date of the notice.
7.4 You warrant:
a) to comply with any responsibilities of You as set out in the Contractual Documents;c) to inform Us in writing of all health and safety and security requirements that apply at Your premises prior to any agreed access by Us;
7.5 If our performance of our obligations is prevented or delayed by any act or omission of You, Your agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy We may have, We shall be permitted an extension of time to perform our obligations equal to the delay caused by You and We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from our failure or delay to perform any of our obligations as set out in the Contractual Documents.
7.6 Except as expressly provided herein, neither Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by Applicable Law. It is Your responsibility to ensure the Services and/or Deliverables meet Your requirements. We shall not be held liable for any failure to provide any facility or function not specified in the Contractual Documents.
8. Charges
8.1 In consideration of the provision of the Services and/or Deliverables by Us, You shall pay the Charges as set out in the Contractual Documents, in accordance with the terms of the Contractual Documents.
8.2 Without prejudice to and of the provisions of these Terms, We reserve the right to increase the Charges by giving notice to You at any time, to reflect any increase in the cost of the Services and/or Deliverables to Us that is due to any significant delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions in respect of the Services and/or Deliverables.
9. Expenses
9.1 Unless otherwise agreed between the Parties, the Charges exclude the following, which shall be payable by You:
a. the cost of hotel, subsistence, traveling and any other ancillary expenses reasonably incurred by the individuals whom We engage in connection with the Services; and9.2 Each invoice shall, where applicable, include any expenses as a single line item.
10. Invoicing
10.1 We shall invoice You for the Charges at the intervals specified in the Contractual Documents.
11. Payment Terms
11.1 You shall pay each undisputed invoice submitted to you by Us within thirty (30) days of the date of invoice in full and in cleared funds to a bank account nominated in writing by Us from time to time. All invoices and payments shall be made in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.
11.2 Any sum payable by You under these Terms where applicable (and by mutual written agreement between the parties), may be converted into an alternative currency using an independent exchange rate selected by Us in our sole discretion.
11.3 Without prejudice to any other right or remedy that We may have, if You fail to pay Us any sum due under the Contractual Documents on the due date:
a) You shall pay late payment fees equivalent to 2% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount; and11.4 We shall have the right to terminate the Services immediately if You fail to pay any undisputed amounts due in full within thirty (30) days of the due date and fail to remedy such failure within thirty (30) days of receipt of written notice to do so.
11.5 All sums payable to Us under the Contractual Documents:
a) are exclusive of VAT, and You shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and12.1 Each Statement of Work/Quotation shall be agreed in the following manner:
a) You shall ask Us to provide Services and shall provide Us with as much information as We reasonably request in order to prepare a draft Statement of Work or quotation for the Services as the context dictates;12.2 A Statement of Work/Quotation shall not be deemed final until signed by authorised representatives of both Parties and dated.
13. Change Control
13.1 Either Party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both Parties. A “Change Order” shall be a document setting out the proposed changes and the effect that those changes will have on:
a) the Services;b) the Charges;
c) the timetable for the Services; and
d) any other terms
13.2 If We wish to make a change to the Services, We shall provide a draft Change Order to You.
13.3 If You wishes to make a change to the Services:
a) You shall notify Us and provide as much detail as We reasonably require of the proposed changes, including the timing of the proposed change; and14.1 If the Services and/or Deliverables are not supplied in accordance with, or We fail to comply with, any terms of the Contractual Documents You shall be entitled (without prejudice to any other right or remedy under these Terms or in law) to exercise any one or more of the following rights or remedies:
a) to refuse to accept the provision of any further Services and acceptance of any further Deliverables. We shall refund You any Charges paid in advance, minus Charges accrued up to the date this clause is invoked; or15.1 These Terms commence on the Effective Date and shall continue for a period of three (3) years unless terminated earlier in accordance with these Terms.
16. Termination
16.1 Either Party may terminate the Contractual Documents for cause with immediate effect by giving written notice to the other Party if:
a) the other Party commits a material breach of any of the terms of the Contractual Documents, and that breach (if capable of remedy) is not remedied within thirty (30) days after written notice being given requiring it to be remedied; or16.2 Without affecting any other right or remedy available to it, We may terminate a Statement of Work/Signed Quotation with immediate effect by giving written notice to You if:
a) pursuant to clause 11.4, if any payment is not made within thirty (30) days of the due date;16.3 Either Party may terminate a Statement of Work/Signed Quotation for convenience at any time by giving not less than sixty (60) days’ written notice to the other Party.
16.4 Either Party may terminate these Terms for convenience at any time by giving not less than thirty (60) days’ written notice to the other Party.
17. Consequences of Termination
17.1 On termination or expiry:
a) You shall immediately pay to Us all outstanding unpaid invoices and interest with respect to the terminated or expired Services, and in respect of the Services and/or Deliverables supplied and expenses incurred but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt;c) In the event that these Terms and/or a Statement of Work/Signed Quotation is terminated by Us pursuant to clause 16.1 or 16.2 You shall not be entitled to a refund for any Charges paid in advance, irrespective of whether the Services/Deliverables have been delivered;
17.2 Termination or expiry of the Contractual Documents shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contractual Documents which existed at or before the date of termination or expiry.
17.3 Termination of any Statement of Work and/or Signed Quotation shall not automatically affect any other Statement of Work and/or Signed Quotation.
17.4 On termination of these Terms all other existing Contractual Documents shall terminate automatically, unless otherwise agreed in writing between the Parties.
18. Postponement/Cancellation
18.1 If You postpone the scheduled start date of the Services for any reason, You shall be liable to pay the following Charges “Postponement Charges” to Us (and such Charges shall be invoiced by Us and be payable by You):
a. six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Us two hundred and fifty pounds (£250.00) for each of the scheduled days that has been postponed, up to a maximum of two thousand five hundred pounds (£2,500.00); or18.2 If You terminate a Statement of Work/Signed Quotation in breach of the Contractual Documents, You shall be liable to pay the following Charges “Cancellation Charges” to Us (and such Charges shall be invoiced by Us and be payable by You):
a) six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Us fifty percent (50%) of the total Charges payable under the Statement of Work/Signed Quotation; or18.3 The Parties intend by the provisions in this Section 18 to agree in advance to the settlement of damages to Us that will arise from Your postponement or termination in breach of contract. The Parties acknowledge that this Section 18 provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages We will sustain, which are uncertain and difficult to estimate at this time.
19. Surviving Provision
19.1 Any provision contained in the Contractual Documents that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Contractual Documents shall remain in full force and effect for such period as necessary.
20. Confidentiality
20.1 Each Party undertakes that it shall not at any time during the Term, and for a period of five (5) years after termination of these Terms, disclose to any person any Confidential Information, except as permitted by clause 20.2 below.
20.2 Each Party may disclose the other Party’s Confidential Information:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with these Terms. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with these Terms; and20.3 No Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contractual Documents.
21. Limitation of Liability
21.1 Nothing in the Contractual Documents shall limit or exclude either Party’s liability to the other for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;22.1 Subject to Section 21 neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contractual Documents for:
a) loss of profits;b) loss of products or loss of production;
c) loss of agreements or contracts; or
d) any special, indirect or consequential loss or damage, costs or expenses.
23. Liability Cap
23.1 Subject to Sections 21 and 22 each Party’s total liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, under an indemnity or otherwise for any loss or damage, costs or expenses arising under or in connection with the Services, Deliverables and/or Contractual Documents including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the total Charges paid, or payable by You to Us in the twelve (12) months preceding the first incident that occurred whereby liability arose.
24. Data Protection and Data Processing
24.1 We are committed to protecting and respecting Your and other Users’ privacy and to acting in compliance with Data Protection Legislation. Information about how we collect, use, store and otherwise process Your personal data and other information can be found in our Privacy Policy: https://www.eficode.com/trust-centre-uk/privacy/privacy-policy.
24.2 Where We act as a data processor on Your behalf You accept and agrees to be bound by the Data Processing Terms as found published on the Eficode website and as may be amended from time to time: https://www.eficode.com/trust-centre-uk/legal/data-processing-Terms.
25. Intellectual Property Rights
25.1 Subject to Clause 25.2 below (Bespoke IP), each Party will retain ownership of all its Intellectual Property.
25.2 You will own all Bespoke IP created in the course of providing the Services. We hereby assign to You all Bespoke IP with full title guarantee, which assignment You accept.
25.3 Licence from You: You grant to Us a non-exclusive, royalty-free, non-assignable and revocable licence to use You IP solely for the purpose of providing the Services and performing our obligations under the Terms during the Term.
25.4 Licence from Us: We grant to You (or, where relevant, will ensure the grant of) a worldwide, royalty-free, non-exclusive, perpetual and irrevocable licence to use, copy and modify Eficode IP solely as necessary for You to perform Your obligations under the Terms and to realise the full benefit of the Services.
25.5 Each Party warrants that the receipt and use of the Deliverables, Services and Intellectual property in accordance with the Contractual Documents by the other Party, its agents, subcontractors or consultants shall not infringe any rights of third parties.
25.6 Each Party shall keep the other Party, its agents, subcontractors or consultants indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Party as a result of or in connection with any claim brought against the Party, its agents, subcontractors or consultants by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Deliverables or Services or Intellectual Property in accordance with the Contractual Documents.
25.7 If either Party “Indemnifying Party” is required to indemnify the other Party “Indemnified Party” under Section 25 of this Terms, the Indemnified Party shall:
a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 25.7 above (as applicable) (“IPRs Claim”);25.8 If the Services and/or Deliverables are held or likely to be held infringing, We shall have the option, at our expense to (i) replace or modify the Services and/or Deliverables as appropriate, (ii) obtain a license for You to continue using the Services and/or Deliverables, (iii) replace the Services and/or Deliverables with a functionally equivalent service; or (iv) terminate the applicable Services and/or Deliverables and refund any prepaid, unused Charges applicable to the remaining portion of the Term of the applicable Services and/or Deliverables following the effective date of termination.
25.9 Where title to the Deliverables is due to pass to You, it shall not pass to You until We have received all Charges due.
26. Relationship of the Parties
26.1 The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
27. Sub-Contractors
27.1 We shall be entitled, in our absolute discretion, to appoint sub-contractors to provide all or part of the Services.
27.2 Where such a sub-contractor is a personal services company We shall comply with the off-payroll working rules and shall be solely responsible for completing and issuing the status determination statement to the contractor as applicable.
27.3 You understand and accept that We are deemed the end user under the off-payroll working rules and that We retain complete discretion and responsibility over the status determination of any sub-contractors used to provide all or part of the Services.
28. Non-solicitation
28.1 Each Party agrees, for the Term and for a further period of twelve (12) months thereafter, not to solicit or induce any officer, employee, agent or contractor of the other Party to terminate their employment or engagement with that Party without the prior written consent of that Party.
29. Publicity
29.1 You grant Us the right to include Your Brand Features in our promotional and marketing materials, website, collateral and/or other material.
29.2 You can opt to have Your Brand Features excluded from such use by Us by emailing marketing@eficode.com with the subject matter stating, “Non-use of Subscriber Name”and indicating which items to remove. We will notify You within thirty (30) days that all Your Brand Features have been removed.
29.3 You may not use our Brand Features without prior written consent from Us.
29.4 You acknowledge that We reserve the right to withdraw any consent given in relation to this Section 29 at any time and without reason. In the event of such consent being revoked, You will remove all references to our Brand Features within a period of no more than thirty (30) days.
30 Force Majeure
30.1 Neither Party will be liable for any failure nor delay in the performance of the Contractual Documents which is caused by circumstances out of the reasonable control of a Party. (“Force Majeure”).
30.2 The Parties are not under any obligation to fulfill any obligation if fulfillment is impossible as a consequence of Force Majeure. If a situation of Force Majeure lasts longer than ninety (90) calendar days, the Parties shall have the right to terminate the Contractual Documents by giving notice to the other Party in writing. Any Services which have been delivered or performed pursuant to the Contractual Documents prior to the Force Majeure event may be invoiced by Us and will be payable by You.
31. Entire Terms
31.1 The Contractual Documents constitute the entire Terms between the Parties and supersede all prior and contemporaneous terms, proposals or representations, written or oral, concerning its subject matter.
32. Assignment
32.1 Neither Party may assign any of its rights or obligations hereunder, whether by operation of Applicable Law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Contractual Documents without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s election, termination upon written notice to the assigning Party. In the event of such a termination, We shall refund You for any undelivered Services/Deliverables that have been paid for in advance.
33. Enurement
33.1 The Contractual Documents shall ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
34. Modification
34.1 Any amendment or modification to the Contractual Documents or additional obligation assumed by either Party in relation to the Contractual Documents shall be in writing and signed by each Party or an authorised representative of each Party. Any modification contrary to this clause shall be void and without full force or effect.
35. Severability
35.1 If any provision (or part of a provision) of the Contractual Documents is held by a court of competent jurisdiction to be contrary to Applicable Law, the provision (or relevant part thereof) shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Applicable Law, and the remaining provisions shall remain in effect.
36. Waiver
36.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Contractual Documents by the other Party shall not be construed as a waiver of any subsequent breach of the same or other provisions.
37. Governing Law
37.1 If You are registered in North America, Central America, South America or the Caribbean, these Terms will be governed by and construed in accordance with the applicable laws of the state of Pennsylvania, USA, and the Parties irrevocably agree that the courts of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”) which may arise out of or in connection with these Terms. If you are registered in any other location, these Terms will be governed by the laws of England and Wales and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any Proceedings which may arise out of or in connection with these Terms.
38. Notices
38.1 Except as otherwise specified in the Contractual Documents, all notices required or permitted under the Contractual Documents will be in writing, will reference these Terms, and will be deemed given when delivered via e-mail. All such notices served to Us will be sent to legal_uk@eficode.com.
39. Third Party Rights
39.1. We acknowledge that You enter into these Terms and the Contractual Documents on Your own behalf and on behalf of Your Affiliates, who shall all have the right to receive the benefit of the Services as if each Affiliate were named as You under this Terms, provided that:
a) You shall be entitled to enforce these Terms on behalf of Your Affiliates and any loss of such Affiliates shall be deemed to be losses of You and shall be deemed to be recoverable solely by You;39.2. Save as specifically set out in this Section 39 no other person who is not a party to these Terms has any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, to enforce any provision of these Terms.